The Kiss
by Felyndiira
Summary: What might have happened if "The Kiss" at the end of "Pen Pals" wasn't interrupted by Fran and Maxwell returning? This is my take on an alternate ending to that episode that carries forward into an A/U storyline. Niles/CC & Fran/Max
1. Chapter 1

_Disclaimer: I do not own the rights to the characters of "The Nanny", I'm just taking them out for a spin. _

_Author's Note: It's another Niles/CC story, with a little Fran/Max thrown in, and this A/U story begins with the ending of the episode "Pen Pal" from season 3. It answers the question, "What might have happened if Fran and Maxwell hadn't interrupted The Kiss?" Some selected events from Seasons 3-6 will appear as the story develops, but out of their original order to fit in with my new timeline. I hope you enjoy it. Rating T for language and implied sexual content._

"Oh, I'd never do that. We need the eggs." Niles turned and walked out of the study, a smirk on his face, holding back a chuckle as he left the room, thrilled with himself for having gotten in one more zinger. This will probably go down in history as his greatest Babcock prank ever - too bad there wasn't anyone to witness his triumph.

CC Babcock stood there against the desk in shock at what had just happened. Niles had once again humiliated and embarrassed her; at least there were no witnesses this time. She turned and began repacking the dishes and linens she had laid out for her planned seduction of Maxwell. She stopped the fire-on-videotape and ejected the cassette, throwing it into the basket. Once everything had been cleaned up and put back in the basket, she set it outside on the patio. She would remove the evidence of her folly tomorrow; the food would need to be thrown out anyway. Coming back into the office, there was only the platter of hors dourves that she had already unpacked and laid out on one of Maxwell's silver platters. It would be a pity to let those go to waste too. She'd help herself to something from Maxwell's bar in the living room and eat these before getting a taxi cab home. She picked up the platter and left the office, hoping she wouldn't have to see that annoying man again this evening.

As she entered the living room, she set the platter on the coffee table and went to the bar, settling on a decanter of whiskey and picking up a glass. As she poured herself a healthy first glass, she began to eat the small snacks. Despite her better wishes, she couldn't help but relive what happened in the study. How could she have possibly confused Niles with Maxwell, their voices are completely different from each other and she's heard them both for years! Maybe she had just been without a man in her life for too long, or she heard what she wanted to hear. Damn that Niles for playing with her like that! She drank down about half of the glass of whiskey and pulled a face. "Smooth..." She was right, her mental health was just a sick game to him. It was just like she had told him a couple of weeks before when he set her up about telling Maxwell about the truth behind the kissing contest that Nanny Fine had won. God, she had even been tricked into kissing Niles! When she opened her eyes and saw his revolting face in front of her she froze in shock. A Babcock kissing a Butler - that just couldn't happen - and enjoying it, well that was just impossible. Right, it just had to be impossible. There is no way she enjoyed kissing that..... that Tidy Bowl Man... that Lemon Pledge Boy.... that man. She finished off the first glass and poured a second before starting back in on the platter of food. As the alcohol began to sink into her system, that little voice that she tried so hard to ignore began to make itself heard. _But you did enjoy it didn't you, Babcock? You were shocked that it was Niles you were kissing, but you were just as shocked that you LIKED kissing Niles._ "Shut up." CC spoke under her breath and drank the second glass of whiskey completely before falling back onto the sofa. OK, so maybe, just maybe it wasn't a terrible kiss. It's not like he was kissing her back, and he obviously didn't enjoy it with that "Was it as bad for you as it was for me?" line. She gave a deep sigh and popped another morsel into her mouth, enjoying the feeling as the warmth of the whiskey started to spread out from her stomach.

Meanwhile, Niles had finished up cleaning the kitchen and was getting ready to head upstairs to his room for the evening. No telling how long Mr. Sheffield and Miss Fine would be out, and Miss Babcock had surely run for the hills after their run-in in the study. He chuckled again at the image of her clucking like a chicken in that sexy evening gown. His face grew serious and he frowned, *What the hell am I doing thinking Miss Babcock is sexy?* Giving the room once last glance, he decided to go have a nightcap from Mr. Sheffield's bar before heading up to bed. As he walked down the hallway, he could see the living room lights were still on. He slowed, not wanting to interrupt in case Mr. Sheffield and Miss Fine had returned early. Peeking around the corner, his eyes widened in surprise at what he found. CC Babcock was sitting on the sofa with a platter of hors dourves on the table in front of her, along with Mr. Sheffield's decanter of whiskey and seemed to be drowning her sorrows in food and drink. He was beginning to grin in pleasure that he had driven her to drink when he heard a suspicious sniff coming from the living room. He peeked around the corner to see her wiping at her eyes. *Babcock - crying? Impossible!!* That warm feeling inside that his teasing had generated began to cool, and he listened as she began to talk to herself.

"I just don't understand, I have so much to offer a man, why can't I get the right kind of man interested in me? I'm a Babcock, I'm rich, beautiful, intelligent, well-educated, talented - what the hell am I missing?"

Niles couldn't resist the open door she had thrown him and stepped into the doorway, leaning against the frame casually before saying snidely, "A personality?"

CC glared at him from the sofa and popped another piece of food into her mouth, preventing herself from even acknowledging his comment. Niles walked over to the bar, got a glass for himself and walked back over to the sofa. "Are you planning on eating all of these by yourself, plus the whiskey?" She glared up at him, "What's it to you, Butler Boy?" He raised an eyebrow before reaching across her to get the bottle of whiskey and pouring himself a glass. He couldn't help but admire the view looking down at the front of her dress. *My god, she is literally poured into that dress and coming out the top. I think her bosom is the only thing holding it up!* He sat himself down on the other end of the sofa and helped himself to a couple of her hors dourves, "Well, the more you eat and drink, the more I'll probably have to clean up when you get sick, so I'd better have some myself."

They ate and drank in silence, starting in on a second decanter of alcohol when the first one ran dry. When the hors dourves were finally all gone, Niles commented, "That's Mr. Sheffield's serving tray, isn't it?" CC just nodded, and he sighed before getting up and taking it back to the kitchen. He set it on the counter, thinking he'd clean it up in the morning, and glanced at the clock. Now he needed to get her poured into a taxi and on her way home before Mr. Sheffield and Miss Fine got back. He returned to the living room to find her refilling their glasses yet again. *We've had far too much to drink, if that first decanter was full when she started.* He moved back to the sofa and dropped down with an "Oomph". Without the food to keep their mouths occupied, they began to talk to each other, and things quickly turned into another one of their classic battle of words.

"I loathe you..." CC rose to her feet.

"I despise you..." Niles rose to his feet and faced her.

"Servant."

"Trollop."

"Bellboy." CC put her hands on the back of her hips, unconsciously pushing her chest out practically into Niles' face.

"Brunette."

Like two magnets, they leaned towards each other and found themselves immersed in an intense kiss with their arms wrapped passionately around each other. Her hands were running through his hair, then planted on the sides of his neck, pulling his face closer to hers. He had one hand on her shoulder, the other at her waist, trying to pull her even closer to him. CC's mind, which usually had a running commentary going on was completely silent as her body just absorbed the feeling of being in his arms, being kissed with such feeling, such abandon.

Niles was momentarily lost in sensation. Her lips were so soft against his, the skin of her back so soft where his hand rested on her shoulder, her waist felt so right under his other hand. *How has Mr. Sheffield resisted having _this_ in front of him day after day? How have I? Oh God, Mr. Sheffield!* He put his other hand on her other bare shoulder and pushed her back away from him. They both were gasping for breath and he said, "No!" He could see the desire begin to fade from her eyes, replaced by disappointment. He continued, "Not here," and let his hands slide down her arms to her hands, and began to try and pull her out of the living room towards the piano. For a moment, CC stood frozen in front of the sofa. *My God, I'm kissing Niles, I'm enjoying kissing Niles, and I want to do a hell of a lot more than kiss Niles!* The little voice piped in, _Oh it feels so good to be kissed and touched like that, doesn't it, CC? Makes you wonder if he does other things as good as he does kissing, doesn't it? You want it, don't you, CC? You want him?_ Niles whispered hoarsely, "Are you... chicken?" A shiver went through her body from head to toe. She moved one foot in front of the other, almost trance-like, and allowed him to lead her past the piano into the hallway, through the kitchen to the back stairwell and upstairs to his room. Normally a voice that sounded a lot like her mother would be telling her this was totally wrong and she shouldn't even be thinking about this and to go home right now. That voice controlled a lot of her life most of the time - doing the right things in life the way she ought to do them, as defined by her mother. But the combination of alcohol, desire, and loneliness that was CC Babcock overwhelmed the nay-saying internal voice that sounded like her mother.

Just minutes after Niles and CC left the living room, the front door opened to reveal Fran and Maxwell returning from their adventure. "I'm sorry he didn't show up, Miss Fine, you must be terribly disappointed." She shook her head, handing him her coat and he hung it up the closet. "No, Mr. Sheffield, I had a great time even if I didn't get to meet Lenny. I had a lot of fun getting to spend time with you and talking about stuff besides the kids. It almost felt like a date or something." Fran froze, thinking that was probably the wrong thing to say, and now he'd close up and back away like he normally did when things like this happened. He paused before closing the door, "Well, that really wasn't a date, Miss Fine, at best it was an accidental date since we were only there so you could meet Lenny." He stepped down into the entryway, "Would you like a nightcap?" She shook her head, "Naw, I've had plenty for tonight." He offered her his arm, "Well then, please allow me to escort you to your door." She laughed and took his arm and they headed up the front staircase. "You don't have to do that, Mr. Sheffield, especially if it's just an accidental date." They stopped at her doorway, and he turned to look at her, and she noticed he had an odd expression in his eyes. "I know, Miss Fine, but I wanted to do it. Perhaps next time, we could make it an intentional date.... Fran." Fran had already started to open her door when his words registered and she stopped and turned to face him, a big smile on her face, "I'd really like that Mista.... Max." He headed down the hallway towards his room, and she entered hers. Closing the door behind her, she leaned against it and murmured, "Fran?" When Maxwell reached his room, he closed the door and leaned against it and murmured, "Max?" Both smiled warmly at the feeling that something had changed in their relationship, and for the better.

Niles released one of her hands to open the door to his room and pulled her inside. Moving behind her, he leaned towards her ear and whispered, "Wait here." She stood still, glancing around the darkened room, the only light coming from the hallway outside. She had never seen Niles' room - never had any need to in the past. It was a very simple room, dominated by a large bed, with a dresser, wardrobe, and desk with a chair. A door in one wall probably led to his own bathroom. It was, of course, quite clean, neat and tidy. Just like Niles. He returned with a box in his arm, and a lighter in his hand. He began moving around the room, pulling small votive candles in glass candle holders out of the box, lighting them with the lighter and setting them on the furniture around the room. When he was finished, he had formed a large "U" of candlelight around the bed, illuminating the room in soft light. He moved back to the doorway where CC still stood, closed the door behind her and locked it with an audible click.

CC slowly turned around to face Niles. He had his back to her and was removing his jacket and hanging it over the back of the desk chair. "Hold on just a minute, Butler Boy!" CC snapped at him in a harsh whisper. He turned to face her, thinking *Great, I took too long and she's changed her mind.* She reached out, grabbed him by the tie and pulled him to her, "What do you think you're doing? That's my job!" She leaned down slightly to give him another heart-stopping kiss as her hands began to work on his tie. He rested his hands on either side of her waist, disbelieving this was actually happening. It had to be a dream, or perhaps an alcohol-induced nightmare in the making seeing as Babcock is involved. She broke off the kiss and pulled the tie up over his head before she began working on the buttons on his shirt, starting at the sleeves. Once she finished those, his hands began to move towards the back of her dress, looking for a zipper or fastening, and one of her hands dropped down to give him a swat. "You just wait your turn!" He grinned, enjoying her ire with him, and returned his hands to her waist and just let them rub up and down from her waist to hip and back while she finished undoing the buttons down his chest. When she finally finished, she pushed back the shirt from his shoulders and growled, "If there is another layer under this damn undershirt, you're going to pay." He couldn't help the almost feral grin that came to his face as he pulled his arms away from her and up slightly so she could remove the undershirt. She ripped it from his trousers almost violently, and then up over his head. She froze for a moment, soaking in the sight, and allowed her hands to gently roam the broad chest and shoulders which had more muscles than she expected, and a slight dusting of hair that probably matched the reddish-blond hair on his head. It was hard to tell with just the candlelight for illumination. It was soft and tickled her fingertips and her hands moved about his chest.

He softly whispered, "My turn?" CC only nodded, too engrossed in the delightful feel of his skin under her fingers to remember what it was his turn for. She quickly remembered as his hands came up to find the zipper at the back of her dress and released it. Almost immediately the dress began to fall to the floor, as it was probably a size too small for her to wear. Once the zipper was completely released, the dress fell to her ankles and it was Niles' turn to freeze and enjoy the moment. CC wasn't wearing a bra under that dress, and only the skimpiest of panties and black silk stockings held up by garters. If he hadn't already been drunk, he certainly grew drunk at the site of her standing there in the candlelight. He never would have imagined Babcock owned such sexy lingerie, more or less wore it! He could actually see her getting more aroused by watching him looking at her, and he got more aroused himself. *Breathtaking* She reached for his belt at the same time that he pushed her back towards the bed. What followed was several rounds of lovemaking with brief moments of respite to catch their breath before starting all over again. By the time the last of the candles had gone out, the two satiated lovers were fast asleep wrapped in each other's arms.

A few hours later, CC woke up with the beginnings of a hangover and absolutely no idea where she was. She blinked a couple of times in the dark before realizing she was lying in a bed, and someone was with her, and his arm was thrown around her waist. Fighting the instinct to scream or jump out of bed, she turned her head just enough to make out the face in the early morning light coming through the window. *Oh My God, it's NILES?* She took a deep breath, not exactly remembering what happened but knowing she had to get out of this room without waking him up or there would be hell to pay for one of them. She carefully lifted his arm and allowed herself to slide out of bed. She realized as soon as she emerged from the covers of the bed that she was naked, and she felt her stomach start to roll at the implications of what probably had happened last night. She pulled the pillow her head had been pillowed on down and allowed his arm to rest on it. He snuggled into the pillow, pulling it tighter into him. *He looks so sweet, so innocent, so... OH MY GOD WHAT AM I THINKING?* She felt around on the floor and found her shoes, stockings, and dress. She would carry the shoes and stockings, she just needed to figure out how to get back into that dress without her housekeeper's assistance with the zipper so she could leave before anyone awoke. She managed to get the dress on and the zipper up about halfway. It wasn't going to be good enough. Thinking quickly, she grabbed Niles' jacket from where it hung over the chair and put it on, buttoning it up. That should provide cover in case the dress slipped down under her chest. Making her way to the door, she unlocked it as slowly as possible. The click seemed incredibly loud, but looking back, Niles only snuggled deeper into the pillow. She released the breath she didn't realize she was holding and snuck out of the room. Making her way downstairs, she used the phone in the living room to call for a cab. She stuffed the stockings into her evening bag which was sitting on the entry way table, slipped on her shoes, adjusted her dress, and went outside to wait for her cab.

While CC was slipping out the front door, a fully awake Niles rolled over onto his back and stared at the ceiling, shell-shocked himself at what happened the night before. His body ached in places that hadn't ached in many years. In fact, he's not sure he could ever remember a night like that in his life. *Who knew that inside CC Babcock was such an incredibly senseous woman? Hell, who knew I had such pent-up desire for her?* He rolled back over and buried his head in her pillow to savor the lingering smell of her perfume, Chanel #5 of course. He couldn't help but replay the events of the previous night, he wanted to imprint them to his memory because God only knew if that would ever happen again. *Babcock and the Butler? Right. Well, maybe if I was nicer to her, wasn't quite so mean with my comments. I don't think I could stop cold turkey with my teasing, it would seem to strange to everyone. Is our verbal sparring some unique brand of foreplay or something?* He pondered how their relationship may have changed that night - if Babcock would allow it to change, or try to return to their eternal battle of words the next day. Should he take the initiative, or follow her lead? He allowed himself to drift back to sleep, enjoying the smell of her perfume on his pillow, and hoping that someday, there would be an amazing replay of the previous night.

Fortunately the demand for cabs was light this early in the morning and one arrived quickly. Once she got home and in the safety of her apartment, she took off Niles' jacket and threw it across the room and allowed the dress to fall to the floor. "What the hell was I thinking? What the hell have I done?" She went into her bedroom and threw herself on the bed. She had definitely had too much to drink, but not enough to let her forget what had happened the night before. Now that the panic had worn off and she was safe in her own bed, the memories of the previous night flooded in. Every kiss, touch, and moan, in all of its glorious detail. She never would have imagined that beneath those stiff Butler suits he wore, there was a real man underneath, and one who was damn good at pleasing his partner in bed! While she put herself out there as a very modern woman, the truth was she had only a handful of lovers in her life, and none of them could compare with what Niles had done with her the night before. Even in bed, he could be a gentleman. When he reached for his wallet to get protection, she stopped him and told him, "I've got that taken care of, lover." She didn't specify how, allowing him to think she was on the Pill. Actually, she had been diagnosed as infertile in her early 20's. It was probably the only secret she had managed to keep from her mother, and one of the reasons she grew to dislike children so much. She curled up in bed, and tried to figure out how the hell she was going to handle Niles now. Try to pretend it didn't happen? Tell him that it never happened? Treat him as shabbily as she always had? Treat him nicely? Maybe even see if there was a relationship there? *Oh God, Babcock and the Butler, that would go over so well, what am I thinking?* She drifted off to sleep with so many scenarios spinning in her mind, she felt like she was on a merry-go-round.

**_To Be Continued_**


	2. Chapter 2

_(Author's Note: This plotline for this chapter is primarily based on the Season 4 Episode, "The Nose Knows". I know the individual chapters are kind of long, but I'd decided that I prefer to contain the entire episode in a single chapter rather than break it up. This might mean a longer gap between updates, but you shouldn't have as many cliffhangers to deal with. I hope. *smile*)_

CC slept in the next morning, unplugging the phone after it rang the first time because she wanted to be left alone. She needed a day to herself to process what had happened and decide how to handle it going forward. Somehow she had a feeling this couldn't be a one-night stand. First of all, it felt too damn good to give up, even if he was just the Butler. How could she turn her back on the best sex of her life? But there were so many things going against any kind of a relationship working between them; they were from two different worlds, her mother would never tolerate it, and no matter how much CC wanted to think of herself as an independant woman, on the inside she was still a little girl striving to earn a mother's approval. Add to that their eternal bickering and the insults flying back and forth between them for years. Just last night they told each other they loathed and despised each other - how could that ever develop into a meaningful relationship?

Niles was never more grateful for a day off in his life. He needed to get away from the family for a little while to process what had happened and decide how to handle it going forward. He found his most comfortable pair of jeans, a long sleeve polo shirt, and a jacket and just started walking. It was something he enjoyed doing, but rarely had time to do, but a wonderful way to think. He eventually decided to pretend nothing had happened and try to tone down his nasty comments to be more teasing and less mean until he could get a read on what HER reaction to what happened was. There would unlikely be a chance to talk about it in private, unless he went over to her place or caught her in the morning before breakfast. Somehow he didn't think she'd appreciate an unexpected guest, no matter how good of an idea it was for them to talk things out, and there just wouldn't be time before breakfast. He enjoyed a hot dog in the park and later dropped in to watch a movie (he felt lucky to have found a theater showing the new version of 'Persuasion') and ate a large tub of buttery popcorn. As he headed for home, he decided that somehow he needed to figure out a way to turn this one-night stand into a relationship. After the most incredible night of his life, he wasn't going to give that up without a fight. He knew there would be a lot to overcome, she was Babcock after all, but despite all his teasing to the contrary over the years, she was a desirable woman, and he now found himself in the unlikely role as the man who desired her. If this relationship was meant to be, he didn't want to wait any longer to find that out; like the characters in the movie who were separated for over eight years before finding themselves thrown back together again. He and Miss Babcock had already been bickering back and forth for over twenty years, they couldn't afford to waste a lot more time if there was going to be something more between them.

CC spent most of the day in casual clothes curled up in bed, listening to music and just reliving the night before. Later that night, after she was fairly certain everyone would probably be in bed, she drove over to the Sheffield house and snuck around to the side patio to retrieve her basket. She had originally intended to bring Niles' jacket back and hang it on the doorknob, but when she picked it up from the living room floor where she had thrown it the night before, the scent of his cologne hit her, and she just couldn't bear to give it back now that she had it. As childish as it sounded, she hung it over the bedpost of her bed, and that night when she crawled into bed, she pulled the jacket into bed with her and held it like a teddy bear through the night. There was the scent of something more than just his cologne clinging to the jacket, there was the scent that was Niles. Yes, it smelled like lemon pledge and some kind of dish soap, but there was also the pure scent of Niles in there. *How had I never noticed how attractive he could be?* Her little voice answered for her, _Because you never allowed yourself too, you were too focused on Maxwell because he would meet your mother's requirements, and Niles wouldn't_. CC sighed, knowing that was exactly the reason. It looked like she'd have a lot to talk about with Dr. Bort during her next appointment.

The next day, CC dressed with extreme care, wanting to look her best, not for Niles of course, but just because it made her feel good to look good. *Yeah, if I tell myself that enough times, maybe I'll actually start to believe it.* She rang the doorbell and waited for Niles to answer the door. She pasted a polite smile on her face and as the door opened, called out her trademark, "Hello, hello!" and started to take off her coat to hand to Niles. Only when she turned to look did she see it was Nanny Fine standing there instead. Her smile fell, "You're not Niles." Fran smirked, "And you're very observant, Miss Babcock. Niles is already serving breakfast and I was just coming down the stairs, so I got the door for him." Fran took her coat and put it on one of the hooks in the closet. CC put her smile back on, "Oh, of course. I'll just drop off my briefcase in the office and be right in for breakfast!" She watched Fran heading towards the dining room in another one of her fluffy multi-colored robes. She hurried to the office, laid the briefcase on the green leather sofa that served as her office, and headed for the dining room. *Don't appear to be excited to see him, don't appear too eager, CC stands for Calm and Cool today* She entered the dining room and gave another "Hello, hello!" to the room in general before heading to the empty seat next to the Big Girl. She didn't dare look up at Niles; she was too nervous. "Just some juice and toast for me this morning, Niles, I'm not very hungry this morning." The plate of toast was set in front of her along with the pitcher of juice and she heard Niles comment, "Oh, did you snack on a few small children on your way to work this morning?"

The comment just hung in the air between them. Neither the children, nor Fran, nor Maxwell picked up on it, but both Niles and CC froze in place for a moment after his comment. He closed his eyes and mentally berated himself for the wisecrack. It was a habit that was obviously going to be harder to control than he expected, but he didn't dare apologize in front of the family, or they'd know something was up. Miss Fine especially could be a real _yenta _about things like that. Because he was standing behind CC, he couldn't see the flickering look of pain cross her face before she got it under control. *Either he doesn't remember or he doesn't want to remember what happened, well fine, two can play at that game!* CC slowly reached down and picked up a piece of toast with one hand and began to pour the juice with her other hand, proud of herself that her hand wasn't trembling in the slightest. "No, Niles, I have a big date planned for tonight, and I'm just so excited about it." CC took a bite of toast, and felt her tongue sticking to the roof of her mouth along with the dry toast, having no idea where the lie had come from, but deciding that now that she had thrown it out there, she'd just have to run with it. Niles scowled to himself and moved back over to the buffet area. *A date? Just one day after what happened between us and she has a date already? Either she doesn't remember or she doesn't want to remember. Maybe it really was just a drunken one-night stand to her, and she really is a trollop.*

Maxwell said, "Are you seeing someone new, CC?" CC nodded, taking a sip of juice and clearing her mouth while trying to figure out what to say. *Oh, oh, what's the name of the funny guy on that friendly TV show I saw the other night? Uhm..... yeah!* "Oh yes, Chandler, we met at that backer party a couple of weeks ago. He gave me a call yesterday and asked if I wanted to go see a show and have some dinner tonight. I hope you don't mind if I call it an early day so I can go home and get ready, would you Maxwell?" Maxwell shook his head, "No of course not, CC, good to hear you're getting out." Niles commented with his back to the table, but loud enough to be heard, "Don't forget your leash." CC couldn't bear to handle another comment from Niles, she could feel tears pricking at her eyes and was not about to be reduced to tears by that Butler in front of Maxwell and the others. She picked up her juice and plate of toast, "I think I'll go finish my breakfast in the office so I can start working and get out of here a little earlier." She swept out the other side of the dining room before anyone could say a word. Maxwell turned to Fran, frowning, "I don't recall her mentioning this Chandler fellow, do you, Miss Fine?" Fran shook her head, "But then, Miss Babcock and I aren't exactly bosom buddies." Niles choked when she said "bosom" and quickly made his way into the kitchen. *How could she get involved with someone so soon - before we had a chance to talk or anything?* Niles was both steamed and very hurt.

Meanwhile over in the office, CC had set her breakfast on the side table and began laying out "The Chandler Plan aka How to Create a Boyfriend from Thin Air". *God, that was a stupid thing to do, coming up with another man before we had a chance to talk about what happened between us. I have to salvage this somehow!* First she'd pretend to go out tonight, pick out a show she knew and a restaurant where she'd eaten before and have a story about what a wonderful time she had to share over breakfast the next morning. Then over the next few days, she'd call home on her cell phone and pretend to be talking to Chandler. It'd be easy enough to create additional pretend dates, as long as he always picked her up at home or they met somewhere, no one in the Sheffield house would ever need to meet him. Then she'd break things off with him after a couple of weeks, that's usually as long as one of her normal relationships lasted. She could watch Niles carefully and see if he acted upset or jealous, and use that as a barometer of how he felt about her. *Sure I could just ask him, but that would be too easy, and too embarrassing. This is much more clever.* Glancing at the calendar, she realized that the Hollywood Guild Awards were only a couple of weeks away. She remembered that she was nominated for an award this year, and would need a date. That gave her an even better plan for disposing of Chandler, and hopefully give her an excuse to spend some time with Niles. She began putting the pieces together and put an outline together on a notepad where she was supposed to be making notes about some new leasing agreements. When Maxwell entered the office after finishing his breakfast, he found CC hard at work sitting on the sofa, making lots of notes on a notepad. He smiled, appreciating that she was trying to get everything done for him before leaving on her date.

Over the next couple of weeks, CC took every opportunity to talk about the wonderful time she had with Chandler in front of Niles; the shows they went to, the restaurants they dined at, and the first weekend they were together, they went up to Connecticut to go skiing. Of course, every night, CC actually spent at home with Chester. That weekend she actually did go out of town, but just to a quiet Bed and Breakfast nearby that she liked to stay at to wind down when her life got too intense. She was very carefully watching Niles for his reaction to her stories, and by the end of the first week, she was sure she could see him grinding his teeth. His little barbs were as sharp as ever, and sometimes they did sting badly, but she knew she needed to keep up her pretense right up until the day of the awards ceremony. She could tell she was getting to him, in fact she really was beginning to think he might be jealous. The second weekend of her affair with Chandler was spent shopping for the perfect dress for the awards ceremony. She wanted something with lots of glitz, but something that she could get into without assistance. If things went the way she wanted, she hoped for another late-night sneak out of Niles' room, and didn't want to have to worry about her dress falling off of her. It took her several stops around town to find the knockout dress she wanted. It was black and shimmering in the light, floor length with something like a halter top that left half of her back bare along with her arms and shoulders, but was far more modest in the front with straps that circled her neck. There was also a long slit in the back that would show an amazing stretch of leg when she walked or danced. It would be very easy to put back on in the dark. She already had black shoes that would work, and of course just the right lingerie. It was also a good basic black dress that she could use again at future functions. She was thrilled with her purchase, and hurried home.

Three days before the awards ceremony, she came in to work about lunchtime. She breezed in and bantered cheerfully with Niles, even letting his "almost 50" comment slide a bit, but her comeback about his girlfriend being the feather duster was classic! She acted practically giddy with excitement as Maxwell gave her the two tickets to the Hollywood Guild Awards ceremony that night. That night, she wrote up a fake "Dear Jane" letter on her computer, and put it in an envelope with one of the extra keys to her apartment. She drove over and stuffed the envelope into the Sheffield's mailbox at midnight before returning home, and planned out carefully how she would approach the next day, even writing down several potential script-like lines that she memorized. She couldn't remember the names of Maxwell's children, but when she really needed to memorize something and focused, she could do it. This was her chance to see if there was really a spark between her and Niles or if it was just a drunken one-night stand; that was all the incentive she needed to learn her part.

The next day she came in dressed to the nines, wanting to have confidence for her acting job by looking the part. After an exchange of comments with Niles, he handed her the envelope, saying it had been stuffed in the mailbox. She pulled out the key and said excitedly, "Oh ho ho, things are heating up with Chandler! He sent me the key to his apartment!" Setting the key down on the table, she began to read the letter, her tone changing from delight to fury as she read, "Dear CC, you're suffocating me, here's your key back." She went into her prepared rant and Niles walked right into it when he said, "I can't imagine anything more humiliating." She held back her smile as she responded, "Oh yeah? How's this? What are you doing Saturday night?" She expected him to turn her down flat, and was ready for his comeback, "What makes you think I'd be caught dead at an awards ceremony with you?" by answering "250 bucks". He fell right into her trap. She grabbed her key and the letter and headed back to the office, allowing herself to smile once he couldn't see. It went exactly according to her plan. Now she had two days to think about how to handle her date with Niles. It would certainly be worth the $250 to have a real date with Niles, and see if there was a spark of a relationship beyond the obvious sexual one that had set them afire a couple of weeks ago. But would they be able to hold back the biting commentary and act like normal people for one evening? Did they have anything in common besides their constant fighting? She nibbled on a thumbnail, not sure about what the answer to that question was.

For the awards ceremony on Saturday night, she had arranged a limo to pick her up and then swing by the Sheffield's to pick Niles up promptly at 8 as they had agreed. She had gone to the local florists and found a white calla lily wrist corsage, which sat in its packaging waiting for him to put it on her. It was small, but being a lily, not cheap, just as he said. Her stomach was in knots as the limo pulled to a stop in front of the house. *Do I get out and ring the doorbell to let him know I'm here? I've never picked up my date before, I don't know what to do! I don't know what he's told Maxwell, maybe he wants to keep this just between us?* Just as she was ready to leave the warmth of the car, the front door opened, and Niles walked out with a black overcoat over his black tuxedo. She managed to close her mouth and shift to the opposite side of the limo as he opened the back door. *Oh my god, how have I never noticed how damn good he looks in a tuxedo?* He climbed into the back seat, and she picked up her corsage so he wouldn't sit on it accidentally. It was warm enough in the car that he sat forward and took off his overcoat and tossed it into the other seat next to CC's own black wrap before settling back into the seat and finally looking at CC.

If he hadn't known she was watching him, his jaw would have dropped just as hers did. She looked absolutely stunning in the black dress with her hair swept up into a chignon on top of her head. The only jewelry she wore were two small diamond studded earrings. The neckline of the dress would have showcased any number of necklaces, but she had chosen to go without one. Sitting in her lap was a wrist corsage; it looked to be a lily of some sort. She awkwardly held it out towards him saying quickly, "A regular one wouldn't work too well with the dress, so I thought this would work better." Niles raised one eyebrow and silently opened the package to extract the fragile corsage as the limo pulled out and headed for the awards ceremony. *She seems genuinely nervous, or maybe she's scared about being seen out in public with a mere Butler?* The past couple of days had been filled with an internal debate within Niles. He didn't know how to approach this date. He was angry with her for seeing this Chandler fellow right after they had become intimate, but at the same time he was relieved it was already over with. He was certain he had hurt her feelings with his comment over breakfast that morning, and never could find a way to apologize for it. Finally he had decided to be a charming and attentive escort for her this evening, and see what happened. CC extended her left arm. Niles slipped the corsage over her wrist, and tied the black ribbon firmly to hold it in place, but not tight enough to hurt her wrist. When their hands came into contact, both felt the electricity jolt back up their arms. Each glanced at the other, wanting to see if they had both felt it. Their eyes met, and silently, they seemed to acknowledge that they both felt it, and made a silent, but mutual truce for the evening.

After Niles had put on her corsage, she turned to sit on her side of the limo. Neither one seemed to want to risk making small talk and having it escalate into something nasty between them. CC's nerves were on edge with the quiet. She leaned forward and turned on the radio, which she had set for some light classical background music. She was content to listen to the music as they rode. It certainly helped to relax her. She had her left hand placed carefully in her lap, protecting the lily from any damage. As she relaxed, her right hand fell to the side to rest palm up in the space between her and Niles. Niles glanced over at the movement and then down at her hand. CC had her eyes closed, lost in the music. Slowly, Niles brought his left hand over and rested it lightly on top of CC's. Her eyes flew open, but rather than jerk her hand away as he expected, she closed her hand, interlocking her fingers with his. She glanced at him, and he smiled softly at her. They both settled back and closed their eyes to enjoy the music, their entwined hands resting on the seat between them.

At the awards ceremony, there was to be dinner served before the awards were handed out. CC and Niles had a table for two off to the side of the dining area. Those up for the major awards were in the center, and her award category was a minor one. CC was on the one hand glad that they were alone so they'd have a chance to talk without having to deal with others at their table, but she was also nervous; what if they didn't have anything to talk about? Niles glanced around and wondered about the seating arrangements, not having attended before. *Did she request a table off to the side so no one would recognize her escort is just a Butler?* Niles had never been ashamed of his profession, but somehow thinking about wanting a relationship with CC Babcock made him far more aware of his station in life, and the difference in their classes. *Maybe that's more than we can overcome, maybe she doesn't want to, maybe she just wants to enjoy the physical spark we seem to have until it burns out, or until she finds a suitable husband.* Niles took a couple of calming breaths, this line of thinking wasn't going to help him be a good escort, it was going to make him angry and increase the likelihood of a comment coming out of his mouth that he'd regret later. Once dinner was served, Niles decided he'd try getting a conversation started otherwise they might eat in silence like they rode in the limo. He pulled out her chair and pushed it in for her gently as she sat down before taking his own seat to her right.

"We have an excellent view of the stage for being seated so far off to the side." *Damn, I hope she doesn't take that wrong* CC nodded, glancing around, "Yes, well, you only get the best seats up front if you're up for one of the major awards, my category is so minor, I'm lucky I qualify for a table on the floor at all. But the layout of the room is excellent so you can get a good view regardless of where you're seated." Niles took a bite of his salad to mask his relief. *She isn't hiding us over here deliberately, I can't let my imagination run on me or I'll ruin this evening.* "Do you have your acceptance speech ready?" CC smiled, "Oh yes, I know exactly what I'm going to say when I go up there." Niles smiled back at her, "Confident you're going to win, are you?" She nodded, taking a small sip of the wine, "I've worked too hard this past year not to win." CC glanced down at her plate, not wanting to talk about work, she wanted a chance to get to know Niles as a person. *I am a master of small talk from all those backer dinners and banquets, but when it comes to talking to Niles, why do I get so tongue tied when I'm trying not to be mean to him?*

She took another sip of the wine and took a deep breath before turning to look at him, "So, besides tormenting me, what other hobbies do you have?" Her face froze in a pleasant looking smile while she cringed inside. *Damn, I hope he doesn't take that wrong* Niles paused, taking a sip of his own wine, pondering the question seriously before answering. "Actually, I enjoy reading and watching movies a great deal, when I have the time to do so." CC sampled the chicken that was part of the main course and asked, "What genres do you enjoy the most?" Niles glanced over at her, trying to tell if she was seriously interested or just making idle chit chat. She met his eyes, waiting for his answer, and he decided she was serious. "Well, I enjoy historical stories a great deal, comedies, and musicals of course. I couldn't be around the theater community so much without some of it rubbing off. Miss Fine and I have spent our share of Saturday nights in front of the television watching a movie and noshing popcorn, as she would say. A couple of weeks ago, I went to see the new film production of "Persuasion", and it wasn't bad. When I find time to read, I like to read British authors like Jane Austen or C.S. Lewis, depending on my mood." CC sat up a bit straighter in her chair, "Do you mean like the Narnia series?" She sounded pleasantly surprised, and Niles nodded, "Yes, I have the complete series and usually read it every year or two. When Miss Grace was little, I used to read her 'The Lion, The Witch, and The Wardrobe' as a bedtime story when she couldn't get to sleep." She leaned towards him, "That was one of my favorite series of books as a teenager. It introduced me to fantasy, and got me interested in the theater in the first place. Which sequence do you prefer, publication order, chronological order, or the order they were written?" This led to a surprisingly enjoyable discussion on the Chronicles of Narnia, their favorite scenes and characters, and how they'd turn it into a musical for the stage. Before they knew it, dinner and dessert were finished and it was time for the awards portion of the evening to begin.

CC's category was one of the first ones to be done, building up to the major awards at the end of the evening. As they read the nominees and the light shone on her, she smiled brightly, looking every inch the sophisticated lady, no sign of the Bitch of Broadway that some knew her by. Possibly only Niles could see the tense set of her shoulders and the clenching of her teeth. *She really wants to win this badly* When she was announced as the winner, she glanced back at Niles and mouthed, "Told you so" before rising and climbing the stairs to the stage to accept her award and give her speech. She smiled and waiting for the applause to die down before taking a slow deep breath and saying her prepared speech, speaking slowly. "I'm so very honored to have been nominated for this award tonight, to have won it is an even bigger honor. I know this symbolizes many hours of hard work that I've put in during the past year to make all of Sheffield-Babcock productions as successful as possible, and I know that it will motivate me to continue my work going forward so I can hopefully get another one in the future to have a matching set of bookends." The crowd laughed along with her at the joke, and she finished by simply saying "Good night." and returning to her seat. Setting the award next to her plate, she took another sip of the wine, and nodded at people mouthing their congratulations from the nearby tables. Her shoulders still felt very tense, so she allowed her arms to fall to her sides and focused on her breathing while she watched the next presenter take the stage and begin introducing the next category. She was surprised when she felt Niles take her right hand in his and give it a squeeze. Glancing at him, he smiled warmly at her and murmured, "Congratulations, Miss Babcock." She smiled warmly at him, and squeezed his hand back, "Thank you, Niles."

After the last award was given, the crowd began to make their way outside. After claiming their coats, they headed outside and began to walk down the sidewalk. Niles had arranged for their limo to pick them up a couple of blocks away from the theater so they wouldn't have to fight the crowds waiting for their turn in the line of limosines. Niles tucked her arm into his as they walked, her award cradled in her left arm just above the lily, and her clutch purse held in her left hand. In her high heels, she and Niles were close to the same height. Part of her wanted to lean her head against his shoulder as they walked, but she didn't want to risk ruining what had been a splendid evening up to that point. When they approached their limo, Niles opened the back door for her and helped her in. She settled into the seat, setting the award on the small table in front of her long enough to remove her wrap and throw it on the other seat. The driver had done a good job of keeping the back seat comfortably warm. She turned the radio back on, picked her award back up, and set it in her lap. Meanwhile, Niles had gotten in the car, and shed his overcoat again before closing the door and calling the driver to take them back to the Sheffields. CC casually laid her right hand back down on the seat between them, hoping he'd take it in his again, but too afraid to ask. Niles looked out the window for a couple of blocks before turning to her and caught her watching him anxiously. He glanced down, saw her hand waiting for his, smiled, and laid his hand back down. She smiled as they resumed holding hands, and they again rode in silence back to the Sheffields. As the limo pulled up, she prepared to say good night when Niles said, "Would you like to come in for a night cap, Miss Babcock?" She nodded, and they released hands while she gathered up her wrap. He dismissed the driver for the night, and led CC up to the front door of the house.

Once they were inside, he took her wrap and his overcoat and hung them both in the closet. He wasn't sure that asking her in for a night cap was the right thing to do. He didn't want to get her drunk again, although he thought she only had a couple of glasses of wine with their dinner. Then he had an idea for something they could do besides have a drink, "Would you care to dance, Miss Babcock?" CC blinked at him a couple of times in surprise before saying, "Yes, I think that'd be very nice, Niles." He placed a hand in the small of her back and directed her towards the living room. She tossed her clutch purse in a chair and set her award on the end table. Meanwhile, Niles lit the fire in the fireplace and turned on the radio, changing the station until he found the right kind of music. CC stood waiting, and once he found the type of music that he wanted, he turned and took her in his arms and they began to dance. There was just enough distance between them to talk, but not too close that it seemed awkward. He spun her out once before pulling her back into his arms. They began to talk about the evening, and both knowing it was too good to last, their verbal barbs at each other began again. This time, however, they were delivered with soft smiles, making it clear they were teasing and not intending anything they said to be mean-spirited. In fact, CC found herself laughing with mirth at another one of Niles' comments hinting that she was really a man. Especially now that she knew he knew differently from an up close and personal inspection. Then Niles said he was glad things had ended with Chandler because he was "beneath her". *If he only knew...* she thought become coming back with a muttered, "Not anymore" that got both of them laughing. CC reluctantly pulled herself out of Niles' arms and went to her purse to get his check. She handed it him and was surprised when he only glanced at it before tearing it into small pieces and tossing it over his shoulder saying, "This one is on me, " before taking her back into his arms and continuing their dancing. He spun her around and dropped her into a dip, and she threw her head back and laughed, a sultry chuckle.

When he pulled her back up from the dip, she brought her body closer to his and whispered, "I'd rather be the one on you," before moving forward and kissing him gently. This time she knew they weren't drunk, they had only had a couple of glasses of wine with dinner which was ages ago. If he didn't respond, he wouldn't respond and she'd have her answer. Niles didn't respond for only an instant before letting go of the hand he had been holding while dancing, and putting both of his hands at her waist, pulled her to him and kissed her back with as much passion as he had the other night. She felt a warm feeling growing inside and responded in kind, running her hands through that thick reddish blonde hair. If anything, the feelings were even more intense sober than they were when she was drunk. Suddenly she realized where they were, and smiled to herself at what she was going to do. Moving her hands to his shoulders, she pushed him away with a "No!". She watched his eyes carefully and saw his desire start to turn to disappointment when she whispered, "Not here", mimicking what he said to her a couple of weeks earlier. He dropped his hands from her waist in surprise, and she made her way out of the living room, up the step towards the piano. Leaning against one of the pillars, she gave him a 'come hither' look and said softly, "Meet you upstairs, lover." She blew him a kiss and headed for his room.

Niles stood completely still, so shocked and pleased at what happened. *She likes me, she really likes me!* He turned off the fire and the radio, and shut off the living room lights before following her up to his room.

CC scampered through the kitchen and up the back stairs as quietly as she could in her heels. *He likes me, he really likes me!* Reaching his room, she glanced around. She wasn't sure where he had gotten the candles from before, so she settled for turning on one of the side table lamps. She slid off her high heels and set them by the chair of the desk where they'd be easy to find later on, and sat down on the edge of his bed to wait. She didn't have to wait long. As soon as he was through the door and it was locked behind him, they pounced on each other, eagerly helping the other out of their clothing, and diving under the covers to repeat the lovemaking they had enjoyed two weeks previously. When they had exhausted themselves, Niles turned off the side table lamp and spooned up behind CC, wrapping one arm around her waist and putting the other under her pillow so her head was partially resting on his arm. He loved the way she felt next to him. He loved the way it felt having her in his bed. He loved her. His eyes, which had been closing in sleep popped open. *I what?* It was a struggle to control his breathing as the thought raced through his head. He finally allowed himself to drift off to sleep, focused on how she felt in his arms, and not on the emotional declaration he had just made to himself in his mind. He wasn't ready for that; he was pretty certain that she wasn't either.

CC was equally content with Niles' arms holding her to him. She never could have imagined that making love with Niles sober was even better than making love when she was drunk. He gave as much pleasure as he took, and was easily the most considerate lover she'd ever had. *I guess that's what you get when you fall in love with someone who lives to serve.* Her inner voice chuckled even as her eyes flew open at the implications of that thought. *I what?* It was a struggle to control her breathing as the thought raced through her head. She finally allowed herself to drift off to sleep, focused on how his arms felt wrapped around her, and not on the emotional declaraction she had just made to herself in her mind. She wasn't ready for that; she was pretty certain that he wasn't either.

**_To Be Continued_**


	3. Chapter 3

_(Author's Note: This installment will partially be based on "Fran's Gotta Have It" from Season 5, with one key element from "A Pup From Paris" from Season 4 and one key element from "The End of the Nanny" from Season 6. The remainder is a combination of my own plot devices to move the story along. Thank you to my reviewers! I hope as the story begins to get more A/U you still enjoy it as much!)_

Once again, CC snuck out of the Sheffield house early in the morning after a couple hours of sleep following an incredible night spent in Niles' arms. She had no trouble getting back into her dress this time and found her shoes in the dark. After making her way downstairs to the living room, she picked up her clutch purse, award, and the scraps of paper of her check from the living room, and called for a cab to pick her up. While she waited, she allowed herself to ponder the thought, *Do I really love Niles?* The inner voice that was her mother dismissed it as just lust; she'd been alone for too long, and it would burn out quickly enough because they were totally wrong for each other. But that other little voice, the one she tried to ignore so much of the time asked, _Would it really be so bad if you did?_ She had to admit that the time she spent with Niles made her feel more alive than anything she could remember, both in the bedroom and with their verbal exchanges. He stimulated her (_in more ways that one!_) and certainly was anything but boring. When the cab came, she went outside and headed for home. It was a good thing Maxwell had already told her to take tomorrow off, she would need another one of those days away from the universe to think about her first real date with Niles, and come up with a plan for how she could arrange to have another one. She smiled the whole way back to her apartment and gave the cabbie a hefty tip, something she very rarely did. After changing out of her dress, she crawled into bed with Niles' jacket and slept until well into Sunday. She got up in the afternoon to eat, and started a list of potential ways of tricking Niles into another date. It never occurred to her to just ask him out, nor did she expect him to ask her out. That would be too... normal, and one thing about this relationship she was sure of, normal it was not.

Meanwhile, Niles slept soundly the rest of the night, only waking the next morning when the sunlight came through the window. When he had told Mr. Sheffield that he was serving as Miss Babcock's escort to the award ceremony, he had been told to sleep in and take the day off. He planned on taking him up on that. He definitely wanted to take another one of his long walks to try and wrap his mind around the concept, the idea, that he was in love with CC Babcock, the Bitch of Broadway, his arch-nemesis for over twenty years! He wanted to go back to sleep, but now that he had started thinking about her, he knew sleep probably wasn't going to happen. He laid awake in bed for awhile, waiting for the noise from the kitchen to quiet down before he got dressed and went downstairs. He grabbed a quick breakfast, ignoring the mess that the Sheffield family had left in his kitchen from making their own breakfasts, and headed out the door. It would wait until he got back.

Monday morning when CC woke up, she felt very sick to her stomach. She was beginning to wonder if it was something bad she had eaten when she felt her stomach rebel, and it was a mad dash to the bathroom before she got sick. By the time she emptied her stomach, she was sweaty, woozy, and sitting on her bathroom floor holding her stomach. She hadn't been sick in a really long time, maybe it was the stomach flu? She decided to call in sick, and ask Maxwell if Niles was OK. If it was food poisoning from the awards banquet, he could be sick too. As she made her way back towards her bed she realized she was _worried_ about him. That feeling was just about as foreign to her as love was. She crawled back into bed and pulled the phone over to her and after glancing at the clock, dialed into the business line. Maxwell answered, "Maxwell Sheffield here." CC spoke softly, "Maxwell, this is CC. I'm afraid I'm really sick today, so I'm staying home. I don't know if its the flu or something I ate. Did Niles seem OK at breakfast this morning?" Maxwell frowned, "Yes, he seemed just fine, why do you ask, CC?" She sighed, "Well I thought maybe if it was food poisoning from the awards banquet, he might be sick too. Just tell him I have the flu in case I was contagious on Saturday, he might be getting sick too." Maxwell promised to pass on the news and told her to get well soon. "You know, I'm leaving on Friday for London for that very important meeting, we have things to work through before I go." CC told him if she felt better later, she'd go work on the computer here at home and email him the information he needed. "One way or another, we'll make sure you have what you need before you leave for London." They hung up, and CC went back to sleep.

Maxwell worked until Niles brought him his lunch. "Oh Niles, I forgot to call you, CC called in sick today. She sounded worried that it might be food poisoning from the awards banquet, you don't feel ill, do you old man?" Niles shook his head, a frown marring his face as he was worried about CC, not that he could tell Mr. Sheffield that. Maxwell nodded, "Well, it's probably just a case of the flu then. She wanted me to let you know since you might have been exposed to her while you were together Saturday." Niles turned around, feeling a blush coming to his face at the phrase "exposed to her". "I'll keep a close eye on my health, just in case, sir." He left the room and returned to the kitchen to finish up lunch for the rest of the family.

CC spent the rest of the week at home. She would be able to get up and eat a light meal in the afternoon and work at the computer, and by bedtime, she thought she was feeling back to normal. But the next morning, she would wake up just as nauseous as the first day. After the same thing happened on both Tuesday and Wednesday, she decided to call her doctor, Doctor Hughes, and find out what was wrong with her. Fortunately they had an appointment open Thursday afternoon. She went through the same routine on Thursday, but was feeling better in time to drive to her doctor's office. She was surprised how fatigued she felt, since she hadn't left her apartment all week and had been sleeping so much, she should be rested. *I guess throwing up all the time is bound to leave you weakened.* She went to her doctor's office, checked in, and was shown back to an examination room. The nurse came in to take her blood pressure, pulse, ask a few questions, and drew a blood sample for running some tests before telling her to change into a gown. She made herself comfortable on the examining room table, if such a thing is possible, and waited for her doctor to come in. When she did, she asked a battery of questions about her symptoms, when they started, what medications she's been taking, the normal things. When the nurse brought in the preliminary blood test results, she had a big smile on her face. CC took that to mean they didn't find anything wrong in her bloodwork, which was good. The doctor looked it over and then smiled. "CC, you said you've been getting really sick, what time of the day is that happening?" CC blinked in confusion, "In the morning, Dr. Hughes, like I said, every morning when I wake up I feel terribly sick." Dr. Hughes smiled at her, "And what does feeling sick in the morning usually mean?" CC looked even more confused, "Doctor, I have no idea what you're getting at. What's wrong with me?" CC was starting to get visibly upset, so Dr. Hughes came over and laid a hand on her shoulder, "CC, you're getting morning sickness because you are pregnant. Congratulations!"

CC stared at her in complete shock and disbelief. "But... but... but, Dr. Hughes, that's impossible, I can't have children!" Dr. Hughes reviewed her medical history and nodded, "I see here a note that you had PID in your late teens. It's possible that your doctor at the time believed the damage was permanent and instead it was a blockage that managed to clear itself over the years. Very rare occurance, I agree, but not completely impossible. However combining that with your age, CC, this pregnancy is truly a miracle for you!" CC just started at her, unable to process what she was hearing. She wasn't infertile after all, and she was pregnant; pregnant with Niles' child! *Oh My God. How am I going to tell Niles? What am I going to tell Niles?* Then she remembered her farce of a relationship with Chandler and realized that if she told Niles, he might not believe her! If he believed she jumped out of bed with him and into Chandler's bed, he might wonder how many other men she'd been with. He'd almost certainly question the paternity of any child she carried! She put her head in her hands and moaned, completely unsure what to do. The doctor continued speaking, "Now you'll want to get an appointment with your OBY/GYN as soon as possible. This will definitely be considered a high-risk pregnancy and they'll want to monitor you closely probably starting as soon as possible. They'll be able to get you started with pre-natal vitamins, and probably something to help with the nausea as well. Do you want me to give them a call and set something up for you?" CC just nodded, and the doctor left the room calling over her shoulder, "Go ahead and get dressed and I'll let you know what they say in just a minute."

CC felt like she was getting dressed in slow motion. *This can't be happening to me. I haven't even come to accept that I love him, and I find out I'm having his baby?* The nurse came back in with a card, "They can get you in yet this afternoon, they had a last-minute cancellation." CC took the card, picked up her purse and headed for her car to drive to her OBY/GYN. She was a very nice woman that she always visited once a year for regular exams. She was always very careful with her health after the PID incident. When her old doctor retired, she changed to another doctor within the same office. She checked in and found herself in another examining room wearing another gown. Dr. Michaels came in with a big smile on her face, "CC, I spoke to Dr. Hughes earlier and she told me your good news, this must be so exciting for you." CC just looked at her in misery, and a single tear ran down her face. Dr. Michaels frowned, "What's wrong, dear, isn't this a happy thing?" CC shook her head. Dr. Michaels looked back down at her file and frowned, "According to this, you are single. Is the father not part of your life anymore?" CC shook her head, and whispered, "We're not really together yet, I mean, I think we're just starting a relationship and I told him I had birth control covered because I thought I was infertile. Now he'll think I was lying, and I have no idea if he wants children. I don't even know if we like each other." CC very rarely lost control of her emotions, and she was very close to losing it now. Dr. Michaels said, "It'll be all right, CC, we'll take the best care of you we can. If you don't want the child, do you want to have an abortion? You're very early along, just a couple of weeks, we can do that." CC stared at her. It never occurred to her to terminate the pregnancy. She never wanted children because she never thought she COULD have children. Now that's all changed, and this was Niles' son or daughter. She couldn't do that without telling him the truth. She shook her head, "I want it." She didn't know how she'd make it work, but she knew this was some sort of miracle and not to be thrown away lightly.

Dr. Michaels nodded, "OK, then we'll get you set up with pre-natal vitamins and something to help with the nausea so you can get back to work. But we're going to want to see you in here every two weeks from now on to monitor things closely, for all the reasons that I know Dr. Hughes already told you about. Also, I think you should make an appointment with Dr. Bort as soon as possible. This is going to be a life-changing experience for you, CC, and you'll need all the support you can get right now." She nodded, and accepted the prescriptions. She would have to make a lot of plans for the future because life as she knew it was going to change forever in just over 8 months. She got the prescriptions filled on her way home, and then called Maxwell to go over the last minute details before his trip. When he asked how she was doing she told him, "I'm still sick, but I've gotten some medicine from the doctor, so hopefully I'll be able to make it into the office and keep things running while you're gone. When do you plan to be back?" He said, "I'm scheduled to stay for a week, but I could come home sooner or later depending on how things go. You take care, CC."

Niles walked into Maxwell's office just as he said, "You take care, CC" and hung up the phone. "Was that Miss Babcock, sir? Is she feeling any better?" Maxwell nodded, "The doctor got her some medicine and she's hoping to come in to work next week while I'm in London. Keep an eye on her, would you? I don't want her working too hard if she's sick and have a relapse." Niles nodded, "Of course, sir. I always keep an eye on her and the silver when she's here and you're not." Maxwell just rolled his eyes, used to these kinds of comments from Niles. But Niles was really worried about her, this was the first time she had called into the office all week. He frowned as he headed back towards the living room. *What if she's making this all up to avoid seeing me because she's having second thoughts, regrets about being with me again?* He mentally scolded himself, *You let your imagination play tricks on your at the ceremony, you're not going to presume anything negative!* He dusted around the living room, missing his daily banter with Miss Babcock.

The next morning, Niles drove Maxwell to the airport, and returned home to find a small pile of suitcases and a frantic Miss Fine in the entryway. "Miss Fine, where are you going?" "London! Niles, this is the perfect opportunity for me and Max to get some time alone without watching out for the kids, or you, or Miss Babcock! But it's a surprise, so I had to wait until he left to go. Can ya drive me to the airport, please?" Niles nodded, "And what about the children?" "Oh did you forget? It's Winter Break, and Sarah's parents wanted them to come for a visit? They left while you were taking Max to the airport." Niles nodded again; he had completely forgotten about their visit, he was so focused on CC. He piled her bags into the car and made the drive back out to the airport. "Just let me know when you're coming home, and I'll pick you up." She laughed, "Hopefully it'll be on the same flight as Max!" She gave him a peck on the check "for good luck", and let him pile her bags onto a trolley and went inside the airport. Niles returned to the very quiet Sheffield residence. It was one of the few times he could remember having the entire house to himself. If he wasn't so worried about CC, he'd pull out his "Old Time Rock and Roll Routine". Just thinking about it reminded him of the time she caught him dancing around in the entryway, and he smiled before frowning. He just wouldn't enjoy it knowing she was sick. He wished he had gone over there to check on her, maybe he should call and see if she needs anything. Then he shook his head, she probably just wants to be left alone. In fact, he had been so worried all week, he was getting a bit of a headache. Since he had the house to himself, maybe he'd just go take some medicine and lay down for awhile. He could take the whole weekend off, and no one would be there to care. Didn't sound like a bad idea at all.

For the rest of Friday and Saturday, both Niles and CC spent their days resting in bed; she due to her stomach and he due to his head. In fact, by the time he went to bed Saturday night, his arm was starting to ache a bit, probably from laying on it so much when he dozed off. Meanwhile in London, Fran had caught up with Max and after his meeting, which didn't go quite as well as planned, they spent a couple of romantic days sightseeing around London and shopping. Ever since their accidental date, they had managed to arrange a couple of dinners out together by themselves, and enjoyed calling each other "Fran" and "Max" when they were alone. They had tried to keep the change in their relationship a secret from everyone else, because Max was nervous about how the children would take it (even though Fran knew the kids would be thrilled) and Fran was nervous about how her mother would react (she would be estatic too, but she might do something to ruin things, so better to keep it from her).

**_In New York...._**

Sunday morning, CC woke up feeling almost like her old self again. She decided to take the medication for her stomach along and try to go in to work just for an hour or two if she still left OK that afternoon. At least she could get things organized in hopes that she would feel even better the next day. As she was getting dressed, she had to admit to herself that the reason she wanted to go was to see Niles. She had missed him terribly the past week, and carrying this secret was going to be so hard. She knew to be fair, he needed to be told the truth. Even if he didn't believe her, she owed him that much. He deserved to know he was going to be a father. She dressed in a comfortable yellow pantsuit and had a light lunch. When it stayed down, she decided it was safe to head over to the Sheffield's house. It was about three in the afternoon by the time she got there. She let herself in the front door since she wasn't expected until the next day. The house was incredibly quiet - actually, it was too quiet. Almost like no one was there. She frowned; she knew Maxwell was in London but Nanny Fine and Niles and the kids should have been there. She decided to head to the kitchen and make some tea to keep her stomach settled while she was there. As she pushed the kitchen door open, she was surprised to find Niles standing at the stove, already heating up the water in the kettle.

She said softly, "Hi stranger." Niles turned suddenly, surprised to find her at the doorway, and unconsciously rubbed at the ache in his left arm. "Miss Babcock? I didn't think you were going to be in the office until tomorrow?" She nodded, "I was feeling much better today, so I thought I'd come see what kind of mess Maxwell left for me in the office. I'm sorry I was so sick all week, I would have liked to go to England with Maxwell for the big meeting." He nodded, and turned back towards the kettle, "Oh, sure. You could have visited your old neighborhood. Stonehenge." She laughed and began walking further into the kitchen, closer to him. *God how I missed this!* "Hah! You mean the place where the rocks are older than yours?" She waited for his reply, but he was silent. He took a couple of steps backwards until he was leaning back against the kitchen island. Frowning at his strange behavior, she tried again "Niles? Don't make me get ugly!" *He wouldn't be able to resist that one!* He slowly turned around until he was facing her. His face was ashen, and he was grabbing at his left arm and upper left chest with his right hand. His mouth moved, but nothing came out. His eyes began to roll back into his head and he slumped to his knees, still leaning against the kitchen island. "C....C...." he gasped out before falling backwards in a faint. CC screamed, "NILES!" and grabbed the cordless phone that was sitting on the kitchen island, expecting Nanny Fine or one of the children to respond to her scream. She dialed 9-1-1 with a shaking hand and held the phone up to her left ear, while holding on to Niles' right hand with her right hand. "Yes, this is an emergency, I believe a man is having a heart attack..." She rattled off the address, "No, he has no history of heart trouble that I am aware of, I believe he is in his late 40's. He's only barely conscious. No, I don't think he can talk, let me check." She leaned down until they were face to face. His eyes were open and she could tell he was aware of her there, and was very scared. "Niles, it's CC, can you hear me? Can you speak to me? Don't you leave us, do you understand me? Don't you dare leave us. You just hang on, help is coming. Squeeze my hand if you understand." Niles gave her hand a gentle squeeze. She raised back up and spoke into the phone. "He squeezed, so he is sort of awake and aware. Tell them to bring their equipment around back to the kitchen doorway at the rear of the house, that's where we are, I'll let them in." She leaned down again and pressed her lips to Niles' forehead. She held the phone away for just a moment to whisper in his ear, "Don't you dare leave me now, Butler Boy, not when we've just found each other and made a miracle happen." She raised back up, and there were tears in her eyes. Niles frowned, never remembering Miss Babcock crying before. He wanted to comfort her, but he hurt too much and didn't know what to do. It was getting harder to breathe and he felt like he was starting to lose consciousness. CC pulled herself up and away from him when she saw the paramedics at the door. "Yes, they're here now, Operator, thank you for your help." She opened the door for them, moved the kettle off of the burner and turned it off and got out of their way.

As they began to work on Niles, his eyes drifted closed, and CC began to panic. Why had no one come down when she screamed? She went out into the living room calling, "Nanny Fine! Maggie, Brighton, Grace, where are you?" She went to the office, and found Maxwell's travel arrangements and dialed the hotel. She asked for Maxwell Sheffield's room. There was no answer and it went back to the front desk. She had a sudden thought hit her from out of nowhere, "Do you have a room under the name Fran Fine?" The hotel clerk said they did, and she asked him to ring that room. Maxwell answered the phone rather tersely, and she could hear Nanny Fine in the background. They sounded like they were having a fight. "Maxwell, this is CC. You need to come home right away. It's Niles, he's had a heart attack." She heard him relay that information to Fran, who got suddenly quiet after an audible gasp. The situation became much more real to her in that instant. *The father of my baby might die without even knowing he's going to be a father!* CC's breathing picked up and she began to get upset. "I don't know much more, they are working on him now in the kitchen, I'm going to the hospital with him and I'll meet you there." Maxwell told her the kids were with their grandparents. "Right, I'll see you when you get here."

**_In London..._**

On Sunday evening, after another romantic dinner and dancing, Maxwell walked her up to her room. After she had unlocked her door, he leaned in to kiss her good night. The chaste kiss he had intended quickly blew up into a passionate kiss, and she pulled him into her room. He kicked the door closed, continuing to kiss her before pulling away, giving her an intense look, he swept her off of her feet into his arms and carried her to the bed. Fran was thinking *YES YES YES*, her plan to advance their relationship had worked. After settling her onto the bed, Max looked down at her and came to his senses with a shock, and retreated to the sitting room portion of the room. They began to argue, and Fran was so fed up, she grabbed her bag and started to pack to go home. Max kept trying to stop her, and they continued to argue until the phone rang. Max answered it while Fran continued to rant about waiting patiently not working any more. Max covered the mouthpiece of the phone and got her attention. "Fran, it's Niles. He's had a heart attack." She stared at him in complete shock - Niles was her best friend along with Val, she couldn't imagine losing him. Max got what details he could out of a distraught sounding CC on the phone, told her not to worry about the children, they were visiting their grandparents, and then called the airport to get them on the next plane home.

Fran and Max settled into their First Class seats. Fran was distracted, so upset that Niles could be dying a whole ocean away. Maxwell was also upset, trying to understand why CC sounded so distraught, and what was she doing at the house on a Sunday afternoon when she'd been so sick? They were both lost in their own thoughts until after takeoff, when suddenly the plane began to shake violently. Maxwell tried to explain to Fran that it was just a little air turbulence, a "bump in the road". Which of course didn't make any sense to her since they were up in the air. The second bump was much more violent and Max found himself with an armful of scared Fran. Suddenly they were kissing again, just like back in the hotel, and when they pulled apart, Max looked into her eyes and realized that if this plane was going to crash, there was something he needed to tell this woman, this amazing woman. "Fran, I love you." They began kissing again, holding each other by the head. They broke apart and Fran was about to speak, when the oxygen masks fell from the ceiling above them and they both stared at them in horror. Fortunately, the plane eventually made it past the turbulence, and the stewardesses came through to put the oxygen masks away. Fran and Max were still very shaken. First the news about Niles, then the scare with the plane, and with what Max said. Max kept his arm around Fran and she laid her head on his shoulder. "Fran..." he began. She reached over and swatted his leg, "No talking right now, we'll talk about it after we know Niles is going to be OK. OK?" She felt him nod against her head, and he tightened his arm around her. She somehow fell asleep despite all the thoughts running around in her head. Max soon followed, and they both spent most of the flight time asleep.

**_Back in New York..._**

While Fran and Max were on their way back to New York, CC paced back and forth in the waiting room in the emergency room at the hospital. They hadn't allowed her to ride in the ambulance with Niles, so she followed them in her car. It seemed like forever since they had wheeled him back into the emergency room. A nurse had brought her a bunch of forms to fill out, and she did the best she could. It floored her to realize she didn't know his last name, after all of these years! She asked if they could bring her his wallet, but apparently he didn't have it on him when they brought him in. *It must be back at the house.* She filled in what she could and under Emergency Contact, she put herself. *Well, he doesn't have any blood relatives here in the states, and I'm carrying his baby, that must count for something!* Finally the pacing was wearing her out and she sat down. No more than five minutes later, a doctor came out and called, "Did someone come in here with someone named Niles?" She popped back to her feet and almost charged the doctor, "I did, what's going on with him, why haven't I heard anything?" The doctor looked at her and blinked, "Uhm, are you his wife?" She bent down and got right in his face, "No, but I'm going to be the mother of his child, and you really don't want to make the pregnant woman angry." He blinked again, "Uhm, no, of course not. Well, we have him stabilized and he's being transferred up to a room in our ICU. It appears he suffered a mild heart episode. It's probably been ongoing for a couple of days and peaked today. It's a good thing you were there when it happened, if he had been alone he very well might have died." CC's heart dropped. She wasn't supposed to be there, Nanny Fine and Maxwell were in London and the kids were all with their grandparents. Niles HAD been all alone and might have died if she hadn't come over. *Thank you God for sending me there* CC wasn't normally a person of faith, but knowing she had a miracle baby growing in her right now and she just saved the life of her baby's father by a quirk of fate, it was enough to find some faith very quickly.

The doctor swallowed, "Does he have any other family?" She shook her head, "His family lives in England. Our employer, Maxwell Sheffield, is on his way back from London right now. Until they arrive, I'm it." He nodded, "Well, I'll have a nurse take you up to the ICU once he's been transferred. Normally we only allow family members to sit with patients there," and as CC began to glare at him he rushed to say, "But mother-to-be of his child certainly counts as family for me!" She nodded then said softly, "But keep that piece of information to yourself, Doctor, it's not public knowledge yet." He nodded and hurried to find a patient with a more normal family waiting for news about their loved one. About thirty minutes later, a nurse came to get CC and she was taken upstairs to a room divided by a curtain. She could hear a woman talking to her husband, who sounded like he must be very sick, on the other side of the curtain. Niles was laying there in bed so still, so quiet. It was so unlike Niles she almost thought she had the wrong room. She took a chair on the side of the room away from the other family and took a hold of his hand, careful of the IV tubing. "Niles, you don't give up on us, you hear me? You've got a hell of a lot to live for that you don't even know about yet, and you don't want the wrath of CC Babcock coming down on you." She brushed her hand through his hair and held his hand quietly until a nurse came to check on him. She would go wait in the hallway while they checked him over. Back and forth between the room and the hallway it went for hours, until one time she came out to find Fran and Maxwell in the hallway. She told them what had happened, wiping her eyes as tears started to flow. When the door opened and two orderlies began to wheel a covered body out, CC lost it. She was so exhausted, she had totally forgotten about the other family in the room and threw herself on the body, crying out, "Please don't leave me!". The wife was yelling at her, and once she got away from the woman, CC knew she just needed to get out of there, so she called a cab to take her home. Now that Maxwell and Fran were there, he wouldn't be alone. She and the baby needed some rest, and they'd come back first thing in the morning.

Max and Fran stayed long enough to get an update from the nurse and to check on Niles for themselves, then they also caught a cab for home. They had gone straight to the hospital from the airport and needed to shower, clean up, and call the children to come home before catching some sleep. Still, Fran wasn't ready to talk with Max about what he said on the plane. Max began to wonder, *Maybe she doesn't feel the same way about me?* They went their separate ways down the hallway to their rooms, not even saying good night.

The next morning, they got up bright and early, grabbed a quick breakfast, and headed for the hospital. Niles had a very quiet night, and the nurse said he should be waking up soon, they were weaning him off of the medication that had kept him sleeping. Fran went up first. When Max arrived, he had brought some dried fruit for Niles, which Fran tossed onto the bed. They sat on the other bed in the room, looking at Niles laying there so helpless. They talked about you never knew how life could suddenly change for you, and that it was important to take advantage of what life had to offer. "Carpe Diem," Fran said softly before turning and looking at Max very seriously. "Max, did you mean what you said on the plane?" Max had wanted to talk about it, he wanted to take it back, claim it was in the heat of the moment, the fear they might crash that made him say something he didn't mean. But looking into Fran's deep brown eyes, and reflecting on their conversation about seizing what life had to offer, he knew he couldn't deny the truth to himself, or to her. "Yes Fran, I meant it. I love you. It took the fear of thinking we were going to crash to make me say it, but it's still true." Fran smiled, "Oh Max, I love you too." They leaned forward and began to kiss, and Max pushed her back onto the bed. With his arm, he pulled on the sliding curtain to separate them from the still sleeping Niles and they made out on the bed. When Fran said, "Mista Sheffield!", Niles began to stir and look around the room in confusion. He remembered talking with Miss Babcock in the kitchen and then something about a miracle and having something to live for, and then it just sort of went black. He could hear the murmurs from behind the curtain and recognized Mr. Sheffield and Miss Fine, and he smiled. *Sounds like her plan might have worked out after all*

Just then, CC walked in with a small basket of flowers. "Niles! I'm so glad you're awake!" She set her basket of flowers on the end table in front of Fran's purse, not even noticing it there and sat down in the chair. "How are you feeling? Is there anything I can get you?" Niles murmured, "Well, I would like another pillow," and pointed at bed behind the curtain. *That'll show her what I really want* "Of course, let me get that for you, then we need to talk." She stepped behind the curtain and gave out a scream of surprise at Fran and Maxwell making out on the bed. Niles had a sheepish look on his face, and CC glared at him in anger before storming out of the room. *I'll be damned if I let that man near my baby. He doesn't deserve me or this baby, the nerve of him to throw that in my face* The tears were flowing down her cheeks as she headed out of the hospital and caught a cab for home. When she got there, she tore up her list of potential date ideas and sobbed. "What am I going to do now? How can I keep the truth from him, how can I hide a pregnancy from everyone?" Her little voice kept trying to reassure her, _He almost died, he was on heavy medication, he didn't know what he was doing, trust him, trust your feelings for him, don't give up on him!_ CC stifled the little voice, she was completely lost in her misery. She went into her bedroom and crawled into the bed, curling up with Niles' jacket and bawling into it until she fell asleep.

Niles lay there confused, still somewhat drugged up. He only knew that Miss Babcock didn't look at all happy and had left the room without telling him something she wanted to say. He didn't want her to leave, he wanted her to come hold his hand and talk to him. Her voice was so nice. He wanted her to kiss him and tell him it was going to be all right. He wanted to tell her how much he loved her, and he was so scared he was going to die without telling her how he felt. Max and Fran had jumped up and re-arranged their clothes after CC's yelp, and both came over to talk to Niles. He was kind of loopy from the medication, but they told him he was going to be all right, and not to worry about a thing. They told him how CC saved his life, and the doctors said he was going to be just fine. They would let him rest now, and be back to visit later. When they left the room, Niles glanced over at the flowers Miss Babcock had brought him that were still sitting on the end table. As his mind began to clear a bit more, he began to feel guilty for what he had done to Miss Babcock. She had saved his life, been acting so nice, and he pulled a stunt like that. What on earth had he been thinking - how was she going to understand he was trying to tell her that he wanted to be doing that with her, but couldn't say that with Max and Fran in the room? *Idiot. She thought you were being mean to her again just like always.* Niles sighed and let himself drift off to sleep. Hopefully he would have a chance to mend fences with Miss Babcock once he got home. He didn't want to lose something so wonderful because he was so foolish.

**_To be continued_**


	4. Chapter 4

_(Author's Note: This installment is based on the episodes "The Engagement" and "Homie-work" from Season 5, with more of my own creation to fill in the gaps and move the story along. One more surprise is in store for CC in this chapter, I hope you enjoy it!)_

CC's anger quickly faded away, leaving her feeling hurt, sad, and quite lonely. She had decided to tell Niles the truth about the baby when she had gone over to the Sheffields house that day, and hope she could convince him that he was the father. But that stunt in the hospital had completely changed her mind. Now, she was going to keep the pregnancy a secret from him, from everyone if she could. She wasn't sure how she'd manage it, but she was a Babcock, and Babcocks can do anything they put their mind to. She took advantage of the time Niles had to stay in the hospital to work, getting caught up on many things that were left undone while she was dealing with her morning sickness, and figuring out ways of working from home if she had to. Her plans for dating Niles had changed to list of ways to avoid seeing Niles.

For the first month, it was remarkably easy, as Maxwell and Nanny Fine did everything they could to keep the two of them in separate rooms if they were both in the house. Maxwell really put his foot down with her, saying "Niles doesn't need any additional stress while he's recovering, CC, and the way you two bicker, you might just drive him to have another heart attack, and I won't stand for it!" Of course, neither Maxwell nor Nanny Fine had any idea about the true relationship between her and Niles. They didn't know they had become lovers. They didn't know she loved him and was carrying his baby. _Funny, he doesn't know those little details either._ That little voice of hers just wouldn't shut up. It didn't help that she had to follow all of these new rules courtesy of her doctor. No drinking, no smoking, less stress, more green vegetables, it was quite the list. She did the best she could to follow it. She bought a dozen different books on pre-natal activities and baby care. She was approaching motherhood with the same determination and effort she applied to her work. She kept every appointment with her doctor, telling Maxwell she had to be at the theater and then heading there after her appointment. One of the hardest things for her to deal with was seeing Maxwell and Nanny Fine together. Apparently they had admitted their love for each other after Niles' brush with death, and now they were often to be seen hugging or kissing around the house. She didn't want to think about what else they might be doing, it reminded her of that scene in the hospital and how much she missed being with Niles. The other hard thing was not speaking to Niles. She never realized how much their banter meant to her until it was gone. But she secretly agreed with Maxwell, he needed to be as stress-free as possible, and so she did her part to avoid contact with him. There were only a handful of times they were in the same room, and during those times she shut down and pretended he wasn't there. It was too tempting to rush over to him, embrace him, tell him how grateful she was that he was going to be OK, and that she loved him. She would usually leave the room as quickly as possible to avoid giving into that temptation.

She had several appointments with Dr. Bort and she told him the whole truth about the pregnancy. Dr. Bort didn't quite know what to think. He kept asking, "Is this the same Niles that you've told me makes your life a living hell and not worth getting out of bed?" CC would nod, "Yes, that's the man." He tried to encourage her to tell Niles about the baby, that she'd feel better if the truth were out, and she could use the additional emotional support that Niles would provide. She put her foot down, "No, he wouldn't want this baby, I don't want him to have anything to do with this baby. She's mine!" It sounded like she was trying to convince herself of that as much as she was trying to convince her doctor. Dr. Bort knew how stubborn CC could be, so he bided his time; he had some time to keep working through this with her, and hopefully before the baby was born, he would win the argument.

Meanwhile, Niles was feeling just as miserable. He had his own list of do's and don'ts to follow, although he cheated here and there with some of them behind everyone's backs. His sweet tooth just couldn't be denied. Mr. Sheffield had gotten a stationary bike set up in his room so he could get his daily exercise, and the family did without a butler for a month while he recovered. They also ran interference between him and Miss Babcock. He would get only an occasional glimpse out a window when she was coming in or leaving. He desperately wanted to apologize for what happened at the hospital and to tell her how he felt. But as time went on, he began to wonder if he'd gone too far. The few times their paths would cross within the house, she would give him such empty looks, like she was looking right through him, and leave the room as quickly as she could. He even missed their bickering battle of insults! Finally after a month of near solitary confinement, he was able to slowly start back to work. The doctors told him not to rush into his regular work schedule, but take it gradually. The family did help a great deal, even the children. He felt very lucky that he had their support to help him get through this. He only wished CC had been a part of it too. He feared he had ruined the best thing in his life with one stupid act.

During that month, CC found she didn't need the medicine for her stomach quite as often, and in fact her appetite was quite good. She was gaining more weight than she expected, but her doctor didn't seem too alarmed. Dr. Michaels said at her next appointment they would do an ultrasound and try to get some pictures of the baby and check her heart rate. CC was excited about maybe being able to see her baby for the first time. She decided she wanted to have a little girl. She would sit in bed at night wearing Niles' jacket and talk to the baby. She would play a game where she'd ask the baby what kind of name she would like. "How about Genevieve Guinevere and we'll call you GG? Or Josephine Jacqueline and we'll call you JJ?" In her mind, she had already decided to name the baby Lucy Susanna after the girls in "The Lion, The Witch, and The Wardrobe". She couldn't call the baby Lucy Susan, that was too similar to Lazy Susan and she didn't want her to be teased about her name like she was as a child. If by chance it was a boy instead, he'd be Peter Edmund after the boys. Knowing that Niles loved the world of Narnia as much as she did, she felt they were names that would connect the baby with its father. She was still firm in her belief that she couldn't tell Niles about the baby. The hardest part was dealing with everything by herself. Her hormones were all over the place some days. Now that Niles was out and about, she couldn't avoid him like she did before. They resumed their bickering and bantering, but it grew edgier, meaner and much more personal than it ever had been before. The only line she wouldn't cross was any statement like wishing he was dead. Because deep down, she really did still love Niles and didn't want anything to happen to him. She just couldn't get past the hurt feelings of how he treated her that day.

CC took the entire day off for the day of her two-month checkup. She had purchased a camcorder, and was going to ask one of the nurses at the doctor's office to record her ultrasound session. On the off-chance that someday, somehow, Niles found out about the baby, she didn't want him to miss these once-in-a-lifetime moments. She was going to record them so she could watch them again and again herself and maybe someday, share them with Niles. She got to her doctor's office early, she was so excited to see her baby for the first time. When she was at work, she was the epitome of the Bitch of Broadway, but in private, or at the doctor's office, CC became someone else. She was much more calm and relaxed, and looked like someone looking forward to being a mother. She was still very afraid, there were a lot of risks having a baby at her age, but she truly believed this baby was a miracle and was probably the only chance at a baby she had. The nurse took her into the examination room and she climbed up onto the table. She had gained enough weight to start wearing maternity clothes already outside of the office. She would have to get some clothes made to wear to work that just made it appear she was gaining weight, that was on her plan for the day after her appointment. When the doctor came in with her assistant, CC asked if the assistant could record this with her camcorder. Dr. Michaels smiled and said, "Of course! We'd love to help you document this joyous event." Dr. Michaels was glad CC's mood had improved from the first time she had come in after finding out about the baby. She spread the gel over her abdomen and started looking around, while the the assistant panned the camcorder back and forth from CC's stomach to the monitor. The doctor scanned her entire stomach at least twice, frowning in concentration, making CC worry about what was taking so long. She asked in a slightly worried tone of voice, "Doctor, is there a problem with the baby?" Dr. Michaels finally looked up at CC and smiled, although it was a tight one. "No, CC, I wouldn't say there was a problem, exactly. The issue seems to be... there are two babies in there."

CC stared at her, her mouth a small "O" of shock. Dr. Michaels moved the ultrasound equipment around and speaking to CC as well as the camcorder pointed out there was clearly one heartbeat on the left side, and another one on the right side. She began to wipe off the gel as the assistant shut the camcorder off. "It appears you are carrying twins, CC. This changes things dramatically, as you've increased your risk a great deal. We probably will want to get you off of your feet before you reach the third trimester to ensure they stay in there as long as possible and so we can monitor you, we might even want to hospitalize you." CC teared up, the problem of hiding the pregnancy just got twice as hard. She nodded, "I'll see what I can do, Doctor. Do you want me to come back in two weeks?" Dr. Michaels nodded, "And if you encounter any difficulties, spotting, bleeding, pain, call in." CC went straight home instead of shopping as planned. She couldn't keep this a secret from everyone any more. If she was going to have to be in the hospital for three months - or more - she needed to tell Maxwell the truth.

It was late in the afternoon, so she called the business line, and waited until he answered the phone. "Maxwell, this is CC. I know you're probably terribly busy, but could you come over to my place? I need to talk to you about something of a private nature, and I don't want that _yetta_ of a butler involved." Maxwell paused. "CC, I would, but I have some very important plans this evening. I have to stop in at the theater to finish up some paperwork on our new production and I have reservations at the Rainbow Room for a very special event." CC swallowed and said softly, "Maxwell, this is quite possibly a matter of life and death. I promise not to take up too much of your time, but I really need to talk to you here, in private, today." Maxwell thought for a long moment, he could hear the desperation in CC's voice, and she sounded sincere. "All right, CC, I'll grab what I need for the theater and come to your place first." She sighed, "Thank you, Maxwell," and hung up the phone. She probably had about 30 minutes to figure out what she was going to say to Maxwell, and to ponder how she could disappear for several months without giving away her secret.

He was putting what he needed in his briefcase when he saw Niles walk down the hallway outside his office. He called out "Niles!", and Niles came into the office. "Close the door, would you, old man? I have a favor to ask you. I've made dinner arrangements tonight at the Rainbow Room for all of us and Fran's family and yourself, of course. Everyone is meeting here before going over to the restaurant. I need to make a couple of stops first, can you make sure everyone is ready?" Niles nodded and frowned, "What is the occassion, sir?" Maxwell turned around, smiling, and pulled a ring box out of his pocket and flipped it open to reveal a large diamond ring. "I'm going to ask Miss Fine a very important question, Niles, do you think she'll like it?" Niles grinned, the happiest he'd felt since he had the heart attack, and stuck out his hand to shake, "Oh yes, sir, she'll love it. Congratulations, sir!" Maxwell reached out and shook his hand. "Now, not a word to Fran, Niles, it's a surprise." Niles shook his head, "Oh no, sir, not a word." Maxwell pocketed the ring, gathered up the papers into his briefcase and headed out the door. He needed to get to CC's quickly and make up some time at the theater if he didn't want to be late to his own engagement.

Niles just stood in the office for a moment, on the one hand very excited for Mr. Sheffield and Miss Fine. They were obviously very much in love, and that Mr. Sheffield was able to express his love and be ready to make a commitment to her made him very happy. On the other hand, this reminded him of the unhappy end to his tryst with Miss Babcock. They fought far more than ever. He was pretty sure she was upset by the situation as well, and was turning to food to compensate. While it looked like he was picking on her by putting food in front of her all the time, he hoped maybe she'd see he was being helpful and it would open a door for them to talk. No luck so far though. He sighed, and went into the hallway just to run into Fran. He grinned widely for an instant before remembering that it was supposed to be a secret, and tried to wipe the smile off of his face before she saw it. Fran, of course, noticed immediately and pounced, "What is it, Niles? Dish!" He shook his head, "I can't say a word," and pretended to lock his mouth shut and throw away the key. He then grinned at the loophole Mr. Sheffield had left him. It only took a short game of charades for him to tell Fran that Max was going to propose. She knew at once that that was the reason for the Rainbow Room reservations that night, and headed upstairs to pick out exactly what to wear to her own engagement.

Max hadn't been over to CC's apartment in quite awhile; they always worked either at his house or at the theater where they were putting on a production. He rang the doorbell and waited for her to answer the door. When she did, he was shocked at her appearance. It was obvious that she had been crying and her clothes... well, he couldn't remember ever seeing her dressed so casually before. He could have sworn she was wearing sweatpants and a large over-sized T-shirt! She waved him in and he took a seat in the living room. "Maxwell, what I'm about to tell you is a secret, you cannot tell Fran, the children, and especially not Niles. I'm only telling you because I'm going to need an extended leave of absence from work and you'll need to know why and I'll probably need your help." Max got very nervous, afraid that his long time business partner was seriously ill and would be getting some kind of treatment. She had definitely not been the same since Niles had the heart attack. He nodded, "I give you my word, CC, I won't tell anyone, you can speak in complete confidence." She sat down in a chair across from him and rested her hands on her stomach. Taking a deep breath she said, "Maxwell, I'm pregnant with twins."

Maxwell just stared at her in shock. He had mentally prepared himself to hear something like "I have cancer" or "I need a transplant." The idea of CC being pregnant was so completely outside the realm of possibility in his mind. "Pregnant? You're pregnant? But you aren't married, you've not been seeing anyone. Wait, is it that Chandler fellow who broke up with you?" CC shook her head and laughed, "Who the father is doesn't matter, Maxwell, but because I'm carrying twins and am a bit older than your average first time mother, it's a very high-risk pregnancy. My doctor wants me to be hospitalized for the final trimester. That means I've got three or four months to make arrangements before I need to disappear for awhile." Max got up and began to pace the room, "I don't understand why this is a secret, CC, I mean, you know we'll all help support you in any way you need, Niles and I both helped out Sarah when she was pregnant with the children, we could help you... too." Maxwell's speech slowed to a stop as he saw her tense when he mentioned Niles. His eyes widened with understanding, "NILES is the father of your babies? How the hell did that happen?" CC's lips twitched and her eyebrow went up, "Well, I would think you'd know how that works seeing as you've fathered three children of your own, Maxwell?" He sputtered and blushed, that proper British reserve making him embarrassed at the turn in the discussion. "But... but... but you two hate each other! You fight like children all the time, I don't think I've ever seen the two of you treat each other in a civil manner." She waved a hand, "Yes, that's all true, but for a short period of time a couple of months ago, things changed. Now that they've changed back, I don't want him to even know about the babies."

He sat back down, "Oh CC, you can't keep this from Niles, he's going to be a father, he needs to know!" She stood up and now it was her turn to pace. "NO! After that juvinile stunt at the hospital after his heart attack, I've decided I don't want him to be involved in my children's lives. We don't need him, I don't need him!" Max frowned, "Oh CC, he was still on all those pain medications, he probably didn't know what he was doing." CC gave him a glare and he repeated softly, "Well, almost probably." CC went to the door. "I know you have a busy evening planned, and I won't keep you any longer. I'll let you know what my arrangements are going to be as soon as I've finalized them, and how you can help me." Max went to the door and gave her a peck on the cheek, "Congratulations, CC, I am happy for you, and I will help any way I can." He left to head to the theater and CC went back to her thinking.

Max finished up his work at the theater, noticed that he was running late, and called home to tell Fran he was on his way. Before he left, he sat and had a brief heart-to-heart talk with Sarah, his late first wife. It had surprised him to find himself falling for Fran, he had loved Sarah so much and never thought he would ever be able to love another woman. But somehow Fran, in her own unique way, had put his broken heart back together again, and now it was beating for her. He hoped Sarah would be happy for him, and for the children, that they had Fran in their lives now. As he was leaving via the stage room door, he was ambushed by a group of muggers. They roughed him up a bit, took his watch, wallet, and Fran's ring and left him in the trash heap behind the theater. Fran, knowing what an important night this was to both of them, got worried when he still didn't arrive, and headed for the theater to find him. She found him in the trash heap next to the stage door, just regaining consciousness. He ended up pulling a pop tab from a pop can in the garbage and slipped it on her finger and asked her to marry him. She joked with him, "Oh this is so sudden...." and when he asked, "What is your answer?" she said, "What do you think?" before kissing him senseless. She helped him to his feet and back to her cab. He didn't want to go to the hospital, so she took him home. They would celebrate their engagement another night, the important thing was they were now engaged, and very happy.

The next three months were a blur for everyone. The Sheffield and Fine families along with Niles were all busy with wedding preparations. CC was busy with baby preparations and making arrangements for her planned disappearing act. She coordinated with Dr. Michaels and Dr. Bort, and pretty soon had everything in place. They made arrangements with a private hospital out in the country called Pinehurst where she would spend the last part of her pregnancy. She had Max come over to her apartment to review everything with him. She gave him a key to her apartment so he could come and get Chester and take care of him while she was gone, collect the mail, and get any paperwork related to work that she kept there. She also gave him the phone number for Pinehurst so he could call if he needed anything. However, she made him promise to only call from her apartment, because she didn't want Niles to find a way of contacting her. Just like when Niles was recovering from his heart attack, she didn't want any additional stress to put any additional risk on the babies, so avoiding Niles seemed the wisest course of action. She had a second bedroom in her apartment that she used as an office. She hired some movers to bring the furniture over into a corner of her bedroom, and prepared to turn the room into a nursery. She found a store that sold baby furniture that assembled it on site and soon had an extra large crib, changing table, dresser, and a rocking chair set up. Dr. Michaels wanted to see her every week as they got farther along, so she began taking Friday afternoons off for her appointments and would go baby clothes shopping. She still kept the pregnancy a secret from everyone but Maxwell, and she made him promise not to talk about it at the office or the theater where anyone could overhear them. They referred to it as "The Project". So he'd ask her how "The Project" was coming, and she'd tell him that everything was fine, or on schedule, or something like that. She began carrying an oversized briefcase that was an old art portfolio from college that she could hide her body behind. She made sure her family wouldn't come for a surprise visit by telling them she was remodelling and staying at a friend's house until the work was complete. She focused her energy on a new rap-based musical that Maxwell was working on. All of her doctor appointments were recorded on the camcorder. When she had her five-month check-up, Dr. Michaels did another ultra sound and this time she could see her babies spines as well as their heart beats. She didn't want to know if they were boys or girls, but had revised her name ideas. She desperately hoped for one boy and one girl so she could use the names she already had planned on, but if she had two girls they would be Lucy and Susan, and if was two boys, Peter and Edmund (although she'd call him Eddie). She kept playing with middle names and decided she'd finalize that after they were born. After the exam, Dr. Michaels said, "I think you are starting to dilate, which isn't uncommon with twins. However since this is such a high-risk pregnancy, I think we need to get you off your feet as soon as possible." CC nodded, "I'll try to find a situation in the next week to put our plan into action. Let them know at Pinehurst that I'll be coming soon."

That next week they were doing try-outs for the lead in this rap musical they had been working on. CC took every opportunity to rile up Niles, and their comments back and forth were some of the harshest either could remember. Nanny Fine, of all people, tried to help Maxwell out, and managed to get a gift wrapper instead of a rapper. Somehow with only 24 hours to work with, she converted the nerd into a singer good enough to satisfy the musical's writer. As they paraded into Maxwell's office to close the deal, the door was closed in CC's face, with Niles right behind her, ready to needle her about being left out (it had been a theme for the past week that with his engagement to Fran, he wouldn't need CC around any more). *This is it, time to put my plan in action.* She let herself appear to become unglued and began acting very strangely. Niles, sincerely worried that she had snapped, followed her into the living room and saw her sink into a chair. "I think you've finally gone crackers!" He grabbed the phone and called up Dr. Bort. As he was trying to explain what had happened, CC turned to face him and the phone and said loud enough to be heard through the phone, "Grandmama? Is that you?" This was the code phrase she had set up with Dr. Bort that it was time to make her disappearance. Niles responded, "Yes, dear." Dr. Bort asked Niles to bring CC down to his office so he could evaluate her in person. Niles hung up the phone, and gingerly helped CC to her feet. As they got to the front door, she glanced back at the house one last time, not sure when, or if, she'd ever see it again.

During the drive to Dr. Bort's office, she kept talking to Niles like he was her Grandmama, and spoke in a child-like voice. It was one of the few times the two of them had been alone since Niles' heart attack. CC took advantage of his attention being focused on driving to watch him. She had missed him so much, the more playful banter they used to have and the surprising passion they had found in each other's arms. It felt like a treat to be able to just look at him, the way his reddish blond hair was mussed and out of place, his blue eyes when they'd glance her way, looking at her in concern instead of anger for the first time she could remember in a long time. The last four and a half months had been absolutely miserable for her. She had started hating herself for keeping his children a secret from him, but she had gone too far now to go back. When they arrived at Dr. Bort's office, Dr. Bort spoke to her for awhile, and then left her in his office and spoke to Niles out in the waiting room. "I think she's going to need to get some treatment in a supervised environment, if you know what I mean, Niles?" Niles nodded and said softly, "Will she'll be able to have visitors at the... hospital?" Dr. Bort paused, not expecting this request. "I'm not sure, we'll have to see. I'll let Mr. Sheffield know her status when I can, all right?" Niles frowned, "Why would you notify Mr. Sheffield?" Dr. Bort sighed, "Because CC signed a waiver allowing me to discuss her medical situation with him in case of emergency. I think this will qualify. Thank you for bringing her in, Niles." He waved towards the door. Niles didn't move, "May I.... say goodbye to her?" Dr. Bort appeared thoughtful and nodded. He brought Niles back into the room. CC was sitting motionless on the sofa. "CC, Niles is going to go home now, and he wanted to say goodbye." CC stood up and walked up to him. She whispered, "Goodbye, Grandmama" and leaned forward to press a gentle kiss to his cheek. Niles swallowed, feeling certain that his tormenting comments had pushed his beloved over the edge, and was overwhelmed with guilt. He wanted to take her in his arms, but didn't trust himself to touch her. Instead he whispered, "Goodbye, CC, take care of yourself. I........ I.... I love you." He closed his eyes in pain that the first time he spoke those words to her, it had to be under these circumstances. He leaned forward and pressed a kiss to her forehead. Because his eyes were closed, he didn't see her eyes widen at his declaration and start to fill with tears. As he pulled away she dropped her head, and he turned and walked quickly to the door.

They stood there waiting until they heard the outer door close and Dr. Bort said softly, "Are you sure you want to go through with this, CC? It's obvious the man loves you, and will love those babies." CC looked up to stare at the door, longing to follow the man who had finally declared his love for her, but knowing she couldn't. The tears began to run down her cheeks, but she didn't bother to wipe them away. She rested her hands on her swollen tummy and nodded, "Yes, I'm sure. Let's go before I change my mind..."

_**To be continued...**_


	5. Chapter 5

_(Author's Note: Here is where my story goes completely A/U for awhile. There are references to other episodes but they aren't driving the plot. I've been debating between two different approaches for this section of the story, and finally came to a decision. I hope you agree with it.)_

Niles drove back to the Sheffields in a daze, absolutely shocked by what had happened to Miss Babcock, and a little surprised by his own declaration of his feelings for her. Even if she never would be able to remember them, he felt glad that he had been able to say them to her. After they had been so terrible to each other since his heart attack, and it had certainly been mutually nasty, his feelings for her hadn't changed in the least. He could only hope that once she recovered, maybe they'd be able to start over again. *If she does recover...* He clamped down on that train of thought, refusing to think of what his life would be like without CC Babcock in it. As he drove along, he tried once again to figure out exactly why seeing Mister Sheffield and Miss Fine romantically entangled on the other bed would have upset her so much. *How did you feel when you thought about her with that Chandler fellow? How would you feel if you saw her in a passionate embrace with another man?* Niles' eyes widened as he suddenly put the pieces together in his head, and he realized one very possible reason for why Miss Babcock had been so terribly upset, and saw how his insults and mean behavior on top of that hurt could explain why she had fallen apart.

Dr. Bort and CC made their way down to his car. They would stop at her apartment to pick up the bags she had packed for the trip, and he would drive her to Pinehurst himself to get her settled in. He was frustrated that he hadn't been able to get her to tell Niles the truth about being pregnant. He was grateful that she had told Maxwell Sheffield, and he would still be able to let someone know what was happening with her. He was worried about the almost total isolation she would be dealing with while at Pinehurst. She should have friends and family around her during the last part of her pregnancy, not a group of strangers. But she had even refused to let Maxwell come and see her, it had been a concession on her part to allow the phone calls. While Dr. Bort collected her bags, CC called the business line. When Maxwell answered she said, "Maxwell, it's CC. I'm going to visit Grandmama. All the information you need to contact me is here at my place. Try to act surprised when Niles tells you, won't you?" He laughed, "Yes of course, it's so good to hear from you. I'm in the middle of a meeting right now, can I call you back later?" She knew then that he wasn't alone in his office. "Sure thing, Maxwell, we'll talk again soon. Bye now." She hung up, and she and Dr. Bort headed downstairs with her luggage. She carried a tote bag with a couple of her books about pregnancy, and a worn copy of "The Lion, The Witch, and The Wardrobe."

Niles headed straight to the office when he got home, and was relieved to see the door was open and the meeting had apparently been completed. He walked right up to the desk and said in a rush, "Mr. Sheffield, Miss Babcock lost her marbles and I had to take her to Dr. Bort and he's having her committed!" Maxwell's blank look of shock was good enough to convince Niles he didn't know anything. The reason it looked so real is because it was a fairly genuine look of shock at the state of his butler. His jacket was unbuttoned, his hair was in complete disarray, making it appear he had run his hands through it a number of times, and he seemed so terribly distraught. As badly as Maxwell wanted to tell him the truth and relieve his anxiety, he knew he couldn't break his promise to CC. He stood up, "What the bloody hell do you mean, Niles? What happened out there while we were in our meeting?" Niles began to pace in front of the desk, "Well, you all came in here and closed the door in Miss Babcock's face. I've been teasing her all week that she wasn't going to be needed here any more now that you'll have Miss Fine, and when it seemed that Miss Fine had taken her place as your business partner, she just snapped! She kept calling me her Grandmama and acting like a small, scared, defenseless child. It was terrible to see, sir." He stopped pacing and dropped onto the green sofa, putting his head in his hands. He whispered hoarsely, "I never meant to hurt her so badly that it pushed her over the edge, how could I be so mean to her? So thoughtless of her feelings?" Maxwell tilted his head to the side, trying to think how to approach this without giving away that he knew more than Niles did about the situation. "Well Niles, you and CC have always bickered and fought, it's just part of your relationship." Niles' head shot up, "But we were never so vindictive and mean about it! Ever since my heart attack, we've been beyond cruel to each other. It's all my fault..."

Max walked around and leaned back against his desk. "Why do you say that, Niles?" Niles looked up, and the anguish in his eyes almost pushed Maxwell into confessing the truth. "I think I just realized that Miss Babcock wasn't over you like I thought she was, and I did something cruel to her." Max looked at him in confusion. Niles continued, "Well, she's been after you for years, sir, you know that. When things seemed to be getting more involved between you and Miss Fine, I would tease her about it all the time. But then..... then she got involved with someone else, and I thought she wouldn't get involved with someone else if she was still pining for you. When I was laying there in the hospital after my heart attack , I asked her for a pillow, she went around the curtain and found you and Miss Fine, well, very close, and I think it hurt her terribly. I thought she was over you, but I am beginning to think I was wrong. She hasn't been the same since that day, she's been turning to food for comfort, everyone can see how much weight she's gained the past few months. I thoughtlessly did something very cruel to her, and she hasn't forgiven me. I don't think I realized until I was driving home how it might have hurt her to see you and Miss Fine like that. We've been at each others throats since then, and I think it just piled more hurt on top of hurt. Being shut out of a business meeting was the last straw and she cracked." He ran his hands through his hair again, obviously very upset about the situation. Maxwell came over and sat down next to him, putting a hand on his shoulder. "Old man, you couldn't have known what CC was going through inside, none of us saw something like this coming. I'm glad you were with her and got her to someone who will be able to help her. Did Dr. Bort say where she was going to be taken?" Niles shook his head, "He said he'd be in contact with you though." He looked over at Maxwell, confusion obvious in his eyes, "Why would Miss Babcock have given him permission to talk to YOU about her medical condition, sir?" Max had a cover story ready for this, "Well, because of our business partnership, obviously. Since she has no family close by, she needed someone she could trust to handle things in case of emergency. She asked me to do it awhile ago and I agreed. I'll be happy to tell you what I can when Dr. Bort speaks to me, without breaking her privacy of course." Niles nodded, "Might I have the rest of the night off, sir? I think I need to be alone." Maxwell patted him on the shoulder a couple of times, "Of course, old man, take as much time as you need." Niles got up and sulked out of the room. He looked like a dog who had just lost his master.

Maxwell went and got his car keys. He wanted to get to CC's apartment and check out the information she had left for him there, and pick up Chester. Fortunately he didn't run into Fran or the children on his way out, so he didn't have to explain anything. He was quiet on the drive over there. It was going to be a very tough time of it for him, no business partner to help with their current production, and he had a bad feeling he'd have a less than productive butler on top of that, and all of the wedding preparations! They'd make it through somehow, he just hoped he could keep CC's secret for her. It showed a lot of trust, or maybe desperation, that she was relying on him for this. When he got to CC's apartment, he let himself in and found an envelope sitting on the kitchen table, and a very anxious Chester running around on the floor along with a small suitcase. He opened the envelope and found the contact information for Pinehurst and her OBY/GYN Dr. Michaels. There was a sheet of paper with care instructions for Chester, and she said she had packed up everything he would need in his own little suitcase for him to take along. She knew that Chester would be well cared for at his place. After all, Chester liked Nanny Fine better anyway. He managed to get Chester into his travel carrier, and even though he didn't want to, he left the sheet of contact information in the envelope on the table. He had promised CC not to let that information leave the apartment so there wouldn't be any chance of Niles getting a hold of it. He brought Chester home, and planned the story he was going to have to tell Fran to explain Chester's presence.

Fortunately for him, Niles ran into Fran in the kitchen when he was heading for his room, so he told her what had happened. Fran could tell that her friend was very upset, and offered to have a nosh with him to try and cheer him up, but he just wanted to be alone. When she went to talk to Maxwell about it, she couldn't find him in the house, and realized the town car was missing. She sat down in the living room, determined to wait for him to come home and find out where he was. About an hour later, he walked in with Chester in his travel case in one hand and his little suitcase of belongings in the other. She jumped out of her seat, "Chesta!" Maxwell set the travel case down and opened the door, and the little dog ran out into Fran's arms, licking at her face happily. Fran spoke to the dog in welcome before turning to Max, "Well that explains where ya've been." He nodded, "I didn't think Chester should have to spend the night at CC's alone, so I went to get him and his things. Fortunately I knew where his little suitcase was and was able to find everything, along with the list of care of instructions she gives to the kennel when she has had to go out of town and leave him behind. I thought he'd be happier here than in the kennel, don't you agree, darling?" Fran nodded, "Oh yes, definitely, we'll take the best care of him we can for Miss Babcock! Niles told me what happened, how awful for her! We never meant to make her feel left out or unwanted around here. Have you talked to the doctor yet, about how long she might be gone?" He shook his head, "No, I'm going to give him a call in the morning, but I wouldn't be surprised if she's gone for a month or more. From what Niles said, she didn't sound at all well." He looked very sad and Fran came over to give him a comforting hug. Maxwell was sad that his business partner and friend was dealing with so much all by herself. Why she had to be so darn stubborn, he didn't know. It's part of what made her such a good partner though. He could be the pretty one and she the bitchy one and it made them a great team. He just hoped that someday, he'd have the other half of his team back. Max sighed, "It's been a long day, I think I'll turn in. Can you make Chester comfortable, Fran?" She nodded, and he headed up the front stairs. He had no idea how he was going to get through the next three months.

CC found the accommodations at Pinehurst to be very comfortable. It wasn't like a five-star hotel, but she could have her meals all delivered to her room since she was on bed rest, and she had a small set of rooms all to herself. One large room was living area and bedroom, and there was a nice little private bathroom. They had a full clinic there, and so the regular staff would be handling her weekly checkups until they got closer to her due date. She had her camcorder so she could keep recording things. The facility had a well-stocked library, so she requested several books and watched a lot of TV. Everyone was very nice to her.

She hated it. She missed her own apartment, she missed work, she missed Chester, but most of all, she missed Niles. She hadn't expected him to tell her he loved her like that, when she wasn't in a position to return the words to him. She felt like such a fraud for deceiving him. She probably decided twenty times the first week she was there to call him and tell him the truth, or call Maxwell and have him bring Niles to her so she could come clean. The babies even seemed to hate it, they kicked and moved around a lot more since she started taking it so easy. Each week at her appointment, she imagined Niles standing next to the bed, holding her hand while they looked at the pictures of their babies growing inside of her. She imagined him reading to her and the babies from "The Lion, The Witch, and The Wardrobe" as a bedtime story each night. At the very bottom of her suitcase, she had Niles' jacket, which she kept hung over the bedpost just like she did at home, and she curled up with it every night. The smell had faded over the months, but it was still as comforting to her as it had been the first night she slept with it.

Maxwell called her twice during that first month to check on how she was doing, and to offer to send anything she needed down to her. She assured him that she was fine, resting comfortably, if terribly bored. Dr. Bort also passed along updates he got from Dr. Michaels or the Pinehurst staff to Maxwell. They were hopeful that by keeping her off her feet and as relaxed as possible, they could hold off delivery until she was at least eight months along. They would still probably be born early, but as long as they weren't in any distress, the longer they stayed inside the womb, the better. CC began to enjoy some of the daytime soap operas that she passed the time watching, and got regular deliveries of books up to her room. Unfortunately for her, since she read so many scripts as part of her job, she read quickly and they wouldn't last long. Except for "The Lion, The Witch, and The Wardrobe" which she read over and over again aloud at night. She would sit in the rocking chair in her room and read a bit every night to the babies, and when she'd finish she'd go back to the beginning and start again.

Maxwell was juggling things as best he could. He turned all of the wedding preparations over to Fran and her family. He had been correct that Niles was next to useless a lot of the time, brooding and moody, dusting the same place for long periods of time lost in thought, or he'd start telling a story about a particularly funny zinger CC had used against him, and laugh, then looked like he was going to cry. The final preparations for the rap-musical had been done and they were just about ready for opening night. He was putting together the final file with all the paperwork when he realized he couldn't find a copy of the contract with Ty, the musical's writer. He searched his office in a panic, checking the usual places. He knew it wasn't over at CC's apartment because they had made sure any paperwork for current projects had been brought back to the home office. Without really thinking about it, he grabbed the phone and called Pinehurst's number from memory. "CC Babcock's room please." He paced back and forth in front of his desk, "CC! Yes, it's me, where the bloody hell is our contract with Ty, I can't find it? It's where? Now why would you have it filed in the writers section instead of the composers section? Let me look. Yes, of course I'm in the office, how can I look for it if I'm not...." CC began to yell at him on the phone for calling from the house, "What if Niles were to walk by right now while we're talking!!??" Maxwell knelt down next to the filing cabinet, "CC, Niles is grocery shopping this afternoon, now please tell me exactly where the file is hiding in this cabinet?"

Just then an exclamation of "Sir!?" came from the doorway. Maxwell turned his head slowly to see Niles standing in the doorway, a look of shock and dismay on his face. "Miss Babcock is supposed to be getting well, and you're asking her to WORK from the hospital? How could you, sir?" Niles strode forward, taking advantage of Maxwell's shock and grabbed the phone from his hand. His voice softened immediately, "Miss Babcock? It's Niles, how are you feeling? Are you getting enough to eat?" *Oh that was stupid, first time you've had a chance to talk to her in over a month and you ask if she's eating enough?* There was silence from the other end of the phone before a very hesitant voice responded, "Niles?" He sighed, "Yes, Miss Babcock, I've missed you, I hope you'll come home soon." Maxwell just sat down on the floor in shock. He couldn't remember Niles ever using such a kind and tender tone with CC. *My god, he really must love the woman, what the hell kind of mess have they made of this relationship?*

CC swallowed, her heart was racing at the mere sound of Niles' voice. She reached over and pulled the jacket off of the bedpost to rest in her lap as she reclined in her bed, trying to figure out what to say, what would be safe to say to maintain her cover. "I'm all right, I guess. The people here have been very nice to me... OUCH, don't kick so hard!" CC dropped the phone next to her as one of the twins gave a particularly strong kick up near her ribs. The other down side of living a more quiet life, the twins apparently hated it as well. She had barely noticed them moving around when she was working, but since coming to Pinehurst they had become much more active, and were both especially good at kicking. She could hear a teeny voice coming from the phone on the bed next to her, "Miss Babcock? Miss Babcock? CC - did you say someone was kicking you? Are you still there?" CC rolled her eyes, knowing she had stuck her foot in her mouth there. She picked up the phone and started to speak again, "I'm sorry, Niles, I..... I must have had one of my hallucinations. The doctor says I often say I feel like someone is kicking me around when there isn't anyone there." She groaned inside, knowing how stupid that sounded, and doubting he'd go for it. Niles sighed, "Oh Miss Babcock, is there anything I can do?" CC was about to reply when the other twin decided it was their turn and gave an even bigger kick on the other side, "Damn it, stop kicking me you Butler Brat!" She dropped the phone again, rubbing at the sore spot. The phone disconnected when it hit the bed. She froze when she realized what she'd said and mentally kicked herself even harder, and then started cursing Maxwell a dozen different ways. He KNEW he wasn't supposed to call from the house so exactly this situation wouldn't happen. Not that she helped matters any.

Niles stared at the dead line and began to gasp for breath. *My god, she's having hallucinations of me kicking her when she's down, this really is my fault!* Maxwell scrambled to his feet and took the phone from Niles. "Oh please don't have another heart attack, old man, she's getting the best of care at Pinehurst, don't worry. I'm very sorry I called her, I just needed help finding this contract and wasn't thinking." Niles turned to look at him, "You know how to contact her? You're allowed to call her at the hospital?" Maxwell froze, "Uhm, yes, well, the doctors said it would be helpful with her treatment to hear a friendly voice now and then." He cringed, knowing that statement implied that Niles would be an unfriendly voice to CC. "But I will not call her about work any more, I promise you, her attention needs to be on getting well." Niles nodded, "Yes sir, it does, it certainly does," and he left the room. Walking quickly, he made his way upstairs and called information, "Yes, I'm trying to locate a hospital, I'm not exactly sure of its full name, but it's called Pinehurst, I have a floral delivery to make and the address is just unreadable on the card. Yes, I can wait." He pulled a pencil and a pad of paper out of the desk. When the operator came back on, he wrote down the address and phone number for Pinehurst Medical Services and thanked her for her help. He didn't know what to do; just drive out there and demand to see her, or try to call her back? No, he needed to see her in person, he needed to apologize for what he did and beg her forgiveness. Surely if the doctors believed he was responsible for her condition, they would let him be part of the cure.

He grabbed his coat and went downstairs to get the keys to the town car, which he had put on the entry way table after he'd put the groceries away. He would stop at a florist and get her a dozen red roses without thorns, and he'd figure out some way of seeing her and talking to her. He was getting ready to cut through the living room when he heard Maxwell talking to Fran in there. He froze, always ready to eavesdrop. Maxwell was explaining about his call to CC that Niles had interrupted. Fran said, "I don't understand why you're calling her about work when she's supposed to be getting betta?" Maxwell sighed, "I can't explain it to you, darling, I wish I could, it's not my secret to tell. Just trust me, she's going to be OK, she's getting the best care she can for what ails her." Fran hugged him and said, "You're so tense, let's go upstairs and put you in the jacuzzi, K?" He nodded and let his fiance pull him upstairs. Once they were clear, Niles hurried over to the table, found the town car keys, and went out the front door as quietly as possible. Mr. Sheffield's words troubled him greatly. He obviously knew more about CC's condition that he had told them, and he began to wonder if what ails her wasn't something other than what he thought it was. *Maybe she wasn't really sick in the head, but sick another way, and she didn't want anyone to know the truth?* He winced, thinking that could quite possibly be true, knowing how stubborn she could be.

He found a florist and bought the bouquet of flowers, and then checked the map. The hospital was actually located in a suburb and would be about a two hour drive. It was already 6 o'clock so it'd be past 8 by the time he got there. Well past normal visiting hours, but he was going to try anyway. If he had to, he'd sleep in the car in the parking lot and be there first thing in the morning. He drove down in silence, worrying desperately about what was really wrong with CC, and why she would hide it from everyone who cared about her. *Unless she doesn't believe they care* He snorted, and had to agree with his inner voice there. None of them treated her very nicely, even Maxwell had his moments of taking her for granted and belittling her. But he was by far the worst. He knew she wasn't particularly close with her family, he had seen for himself her interactions with her parents and her siblings. The Sheffields were more of a family to her than her own was, or they would be if she let them. He began to think about CC's side of these relationships and realized that she rarely let slip that she cared either. He thought back to when he had his heart attack. He didn't have a clear memory of what happened in the kitchen, but he knew CC was there and she was upset that he was hurting, and he really felt that she cared for him. Maybe as much as he cared for her, he didn't know. Neither one of them were good at sharing their feelings verbally. But he knew he had shown her how he felt those two nights they spent together. He enjoyed the memories of those nights for the rest of the drive.

When he pulled up to the Pinehurst Medical Services building he was surprised. There wasn't any security, it looked more like a country manor house than a hospital. It definitely didn't look like any kind of mental institution. He picked up the flowers, straightened his hair and his suit, and went up to the front door. There was a front desk, similar to a hotel, and a young woman in nurses attire there. "Good evening, miss. I have a delivery here for a Miss CC Babcock?" The nurse glanced down at her book and nodded, "Yes, she is in room 215, you can find the elevator down the hall there, and follow the signs. Shall I ring ahead for you?" He shook his head, "No, I think it's meant to be a surprise." She nodded and looked back down. As he walked by, he saw she was reading a book on the desk in front of her. He was even more confused, what kind of hospital allowed visitors this late at night?

He went to the elevator, waited for it to come down, and got into the first car that arrived. He rocked back and forth as it made its way to the second floor. When he got off, there were signs clearly showing he needed to walk to the right. He began walking down that way quietly, not wanting to disturb any of the patients. As he moved further down the hallway, he thought he could hear Miss Babcock speaking. Her voice was so familiar to him, and the hospital corridor so quiet, it carried down the hallway. As he got closer, he was sure it was her voice and she seemed to be talking to someone. He slowed down; it hadn't occurred to him that she might already have a visitor, or have a doctor in with her. He slowed his approach and listened more carefully, and almost stumbled to a stop when he realized she was reading aloud from "The Lion, The Witch, and The Wardrobe." It was the climatic battle scene near the end of the book when Peter was about to lead the charge against the White Witch's army. He crept closer until he could see the door for Room 215. The door was slightly ajar, which explained why he could hear her. He got right to the doorway and was about to knock when he looked through the gap in the doorway and stopped in complete shock.

He saw CC Babock sitting in a rocking chair, wearing what looked to be baggy sweat pants and a maternity shirt with a silky robe. The robe wasn't fastened closed, and the maternity top was pushed up to reveal her very obviously pregnant stomach. She was rubbing it soothingly with her right hand while she held the book with her left and was reading aloud. Because she was looking to her left, she couldn't see Niles in the doorway. She just finished describing Peter's noble charge when she sighed and lowered the book and shifted her attention to look at her stomach. "Peter was so very brave, just like your Daddy." Niles caught his breath and held it. His beloved wasn't crackers and wasn't sick, but was PREGNANT, and quite pregnant by the looks of her. *But who was the father? And why has she worked so hard to keep it a secret from everyone?* "Do you know why your Daddy is brave, little ones? Because he found the courage to tell your Mummy that he loves her. I wasn't brave enough to do that. I wasn't even brave enough to tell him that he was going to be a Daddy. I can only hope that you two bring some courage with you when you come into the world, and the three of us will tell him we love him together? Isn't that a good idea, little ones?" Niles stood frozen at the door, not even daring to breathe. *She means me. She's talking about me. I'm the father of her babies? BABIES?* He felt tears pricking at his eyes, imaging how hard it must have been for her to keep this a secret, and how hard it must have been for her to be dealing with everything all alone. *Well, she won't be alone any more!* He was just about to push the door open when she said, "Would you like to listen to Daddy sing again? Yes, I would too." She set the book down on a table on the left side of the rocking chair and picked up a tape recorder. When she hit the play button, he recognized himself singing. It was the song from that musical they had wanted him to play the lead in a couple of years earlier. He had practiced the song dozens of times before he was to perform it for the backers. She must have recorded one of those rehearsals and kept the tape all this time.

_Once in every man's lifetime,  
mystery and magic abound.  
Destiny flies and shows him,  
True love has been found._

Almost as soon as the singing began, CC began to rub her stomach and he was almost certain he could see it move. *The babies must like the sound of my voice, they're moving around when they hear me!* Niles couldn't hold back any longer. When the second stanza began, he began to softly sing along with the tape. Slowly he increased the volume of his voice until he saw her frown, obviously hearing a difference in the song. He began to slowly push open the door and she turned at the movement. She stared at him in shock, her hands rubbing her vibrating tummy and his own voice ringing out from the tape recorder next to her as well as from his own mouth.

_That once in a lifetime feeling,  
has come over me...  
That once in a lifetime feeling,  
has come over me._

Tears were running down CC's cheeks as she watched him approach her in the chair, his eyes locked on her stomach as he finished singing. He dropped the bouquet of flowers on the bed as he walked by, and slowly dropped to kneel next to her chair just as the tape ended. She could see there were tears in his eyes as well, but couldn't read the emotion contained within them. *Oh my god, it wasn't supposed to happen like this? I never wanted him to find out like this...* She felt sick to her stomach, yet also an extreme sense of relief that she wouldn't have to keep the secret any more. *What if he won't accept them? Accept us?* She hadn't been this nervous in a long time. Slowly, almost reverently, he reached out one hand to rest on her stomach between her two hands which had stilled when he knelt. He slowly rubbed her stomach and she couldn't hold back the low moan of pleasure she felt at feeling his touch on her skin after so long. As if they recognized a new touch, one of the twins gave a strong kick, right under Niles' hand. His eyes widened in surprise and one tear slid down his cheek and he whispered, "You know your Daddy already, don't you, little one?" He finally lifted his eyes to meet CC's, and she gasped at the look of amazement, wonder, joy and love that shone out of them.

He continued to whisper, "You said we made a miracle happen and that I had more to live for than I knew, when I had my heart attack. I remember now you told me we made a miracle and I had more to live for than I knew. You meant this, didn't you?" She nodded slowly, and his face fell, "Why didn't you tell me? Didn't you think I'd want to know?" He looked so confused and so lost, then there was another kick, and the happy look returned. She spoke softly, "I was coming over to tell you when you had your heart attack. I was too busy saving your life to tell you that you were going to be father. Then when I came to visit you at the hospital, you pulled that trick on me. I was so angry, I didn't know what to think, and I wanted to get back at you, so I kept them a secret." He shook his head, "I knew I was a fool once I realized what I did, I was still so out of it from the drugs, when you said if there was anything you could get me, I wanted you to see them, because I wanted you to give me that." Her eyes widened in shock and he shook his head, "See, I told you I was out of it - that made sense to me at the time, but of course you wouldn't see it that way. I never found a chance to apologize because Mr. Sheffield and Miss Fine worked to keep us apart for my own good, and you seemed so angry, I couldn't approach you. I felt so guilty for hurting you, I never wanted to hurt you, and I did more than that, I drove you away from me. I thought I had driven you crazy; you LET me think I had driven you crazy." His voice slipped into a bit of a growl, obviously more than a little upset about her deception.

She nodded, "My doctor wanted me on bed rest in a controlled setting, and I was determined to keep my secret. Being committed gave me an excuse for disappearing, I couldn't just disappear without a cover story because.... I didn't want you to worry about me just vanishing from your life." He continued to stroke her stomach and whispered, "I want you to tell me everything - absolutely everything I've missed up to today, because I don't plan on missing one more minute of my children's lives from this night on." She smiled, "I can do better than that, lover, I have all my doctor visits on tape so you can watch them with me tomorrow." She yawned, "But carrying twins makes me very sleepy, can you help me get over to bed?" She waited while he stood up, and held out her hands so he could pull her to her feet. He wrapped his arms around her for a long hug, feeling the swell of her stomach against his body, her heavy breasts, and the other changes in her body from the last time he had held her like this. He sighed in contentment - being in CC's arms after so long felt like coming home. He helped her waddle over to the bed, picked up the flowers and pulled down the covers so she could climb in. He stood there awkwardly, not exactly sure what he should do. She chuckled, in that deep sultry way that sent shivers down his spine. "Well, don't just stand there, Butler Boy, close the door, turn out the lights, and come let me tell you a little bit about these two babies of yours!" She patted the other side of the bed as he began to smile. He glanced around the room and saw the entrance to the bathroom. He grabbed a decorative vase on his way inside the room, and filled it with water for the roses. After he did put them in the vase, he shut the door, took off his jacket, tie, and shoes, and turned off the light before making his way slowly over to the other side of the bed and climbing under the covers to join her. Once they got comfortable, she began to talk, and he allowed his hands to continue to caress her stomach, enjoying every shifting movement and kick that he felt under his gentle hands.


	6. Chapter 6

_(Author's Note: Thanks again to my reviewers, I'm so glad you're enjoying it so far. As you probably guessed, my debate for the previous chapter was whether Niles should learn about the babies before or after they were born. I think I went the right way in choosing before. Please keep the reviews coming, they are very motivating! Long chapter here, so enjoy!)_

As Niles climbed into the bed, his mind was racing with so many questions he wanted to ask her. He heard her yawn again and laughed quietly to himself. "You're probably too tired to tell me the whole story tonight, but could you answer a few questions before you fall asleep?" CC nodded, then realized he couldn't see her in the dark and said, "Yes, I'll try." Niles cleared his throat and allowed his hand to settle on top of her stomach and beginning rubbing again, "So, exactly how did this happen?" CC laughed, that sulty laugh that he loved so much, "Niles, certainly you know by now where babies come from." He chuckled, and she continued, "You probably mean when did it happen. Well if I tell you that I hope the babies come out crying instead of clucking like chickens, will that give you a clue?" His hand paused before starting its circular movement again, "That first night? But I thought you had things covered..." He felt her tense up under his hand and rushed to continue, "Not that I'm sorry you didn't, Miss Babcock, you can't imagine how happy I am about this development, you can't imagine what it means to me." CC reached down and laid her hand on top of his and whispered, "I thought I couldn't have children because I had been sick when I was a teenager. The doctor was apparently wrong about that. My morning sickness started just a couple of days after the Hollywood Guild awards banquet, so I'm certain it was the first night. Now, given the circumstances, don't you think you could call me CC?"

He smiled and continued, "CC, how old do you think I am?" CC pondered the question seriously before saying, "I'm not sure, really, I think I told the paramedics that you were in your late 40's, because I think you're a little older than Maxwell." Niles continued rubbing her stomach and said, "I turned 50 at Thanksgiving, CC. 50. I had given up the dream of becoming a father awhile ago because I thought for sure at my age, I'd never be lucky enough to have the chance. So I settled for caring for the Sheffield children and thinking maybe someday I'd find someone who was a widow or divorcee who had children that I could become a stepfather. But I gave up that idea when I realized my heart belonged to someone else and I couldn't settle for anyone else in my life." He paused, and searched for her eyes in the near darkness. There was enough light coming through the windows that they could just see each other slightly and their gazes locked as he said, "I love you, CC Babcock. I have for so many years, I almost don't remember a time in my life when you weren't in my heart." CC laid in bed surprised at this admission, "But Niles, if you liked me for so long, why have you been so mean to me? I don't remember a time when we were ever nice to each other except for the Guild awards." He sighed, "Because when you first came into the my life, you treated me as nothing but a servant. I knew I didn't have much of a chance of catching your eye, so I thought I'd get your attention in other ways. By being obnoxious to you seemed to work best, and you gave as good as you got, so I just kept going." She sighed, "Yes, I was quite the snob back then, right out of college and so full of myself and all my ideas and my mother's strict code of conduct for living up to the Babcock name. I can only imagine what you must have thought of me back then."

"I thought you were my own Grace Kelly, beautiful and graceful, and so intelligent and witty. But I knew you wouldn't take a second look at me." She reached out a hand and brushed it against his cheek, 'Oh you're right, I wish you weren't, but you are. I did look eventually though. After Sara died, I kept the business going and you kept the family going during those first difficult months. I got to see a whole new side of you because I spent a lot more time around the house because Maxwell insisted on working out of the house more than down at the theater. I liked what I saw - a lot - too much, according to my mother's standards. So I tried to turn my attention to a more suitable match." She grew quiet and Niles filled in the blank for her, "Maxwell." She sighed and nodded, "He would be a perfect match for me if my mother was picking one. He was about my age, already had children, rich in his own right, and excellent breeding. I cared for him, but only as a friend, and as Sara's husband. Besides that, chasing him distracted me from my growing feelings for you." She finished in a breathless whisper.

Niles took a deep breath and tensed slightly before he said, "CC, I hate to ask this, but I have to know. Are you sure they are mine? Right after that night you had that fling with Chandler..." CC began to laugh, and he stopped speaking, a look of confusion on his face. "Oh you don't have to wonder about that any more, lover, I never slept with Chandler." She could feel him relax, "I didn't sleep with him because he didn't exist. I made him up, he was completely a figment of my imagination." Niles frowned, "Why on earth would you do something like that after what happened between us?" CC replied, "Because the first thing you said to me after what happened between us was that you thought I ate small children for breakfast and that hurt my feelings. So I wanted to hurt you back, and so made up a fake date for that night. I let it snowball into a fake relationship because I wanted to make you jealous - and then I faked a break-up so that you would escort me to the awards ceremony." Niles just stared at her in the darkness, "You sneaky woman you... you played me perfectly!" She chuckled and leaned forward to give him a soft peck on the lips, "I know you well after all these years, lover. I just had to know if what happened between us had just been two people who had too much to drink or something more. That night, oh Niles, that was quite possibly the most wonderful night of my life. We didn't bicker or fight, but had a wonderful time. When you tore up that check, I knew you escorted me because you wanted to be with me, not for the money. Then we proved that it was real chemistry between us and not just the alcohol. I had so many ideas for ways to make you go out with me again, I had a whole list put together. Then I got sick, and found out I was pregnant, and then you had the heart attack."

Both were silent for awhile as they reflected on Niles' heart attack and the events that followed. He hoarsely whispered, "I am so sorry I hurt you like that, CC. I truly wasn't in my right mind with the medication they had me on, and I never could figure out a way to make it right between us again." CC began to shake a little bit as she began to cry. "Those were the worst 48 hours of my life. Watching you collapse on the kitchen floor, I was so afraid I was going to lose you just as I had found you, and that you wouldn't know that I was pregnant. The stress was so much, I was afraid I would have a miscarriage. Then if you had..... died... I wouldn't have even had the baby to love in your place. Then you played one of your old pranks, and my hormones were so messed up, I over-reacted. I should have realized you were still medicated and been more understanding. But instead I got stubborn and defensive, and didn't know how to stop it. We were both so mean to each other, and I'm so sorry about that. I feel so badly about not telling you about the babies, my doctors kept encouraging me to tell you, so you could be there for me and provide the emotional support I needed, and that you had a right to know. But I was determined to do it all on my own. Until I found out that I was carrying twins, the only people who knew were my doctors. Then I had to tell Maxwell when I had to go into the hospital. I wonder.... I think deep down, I also told him in hopes that he'd mess up and you'd find me. They're your babies too, I didn't have the right to keep them from you. I'm sorry you missed being there in person."

He reached for her and pulled her close, shushing her and running his hand through her hair, "All is forgiven, my love, the important thing is I'm here now, and I'm not going anywhere until we have two babies ready to take home." She yawned again and he kept rubbing her hair and her back, helping her relax until she drifted off to sleep. Hours later he still lay awake in bed, amazed to find himself holding the love of his life and the babies they had made together in the most wonderful accident in his life. He couldn't imagine that he could be any happier than he was at that moment. He just hoped it wasn't some kind of dream that would fade away when he woke up.

The next morning, they were both awakened early when the phone by the bed rang. CC woke up first and answered it, "Babcock. Maxwell? What on earth are you calling me this early for, and what is Nanny Fine going on about?" She paused to listen to his answer, and then giggled. Niles had barely started to stir when she started shaking him, "Niles! Niles, wake up, phone is for you. Maxwell, put Nanny Fine on the phone, he's right here." She handed him the phone and he said blearily, "'ello?" "Ni-yuls! Where are you? You weren't making breakfast and I went to check on you and your bed hasn't been slept in and I was worried about ya!" Fran's nasally whine came through the phone loud enough for both Niles and CC to hear. He smiled, he should have expected his disappearance wouldn't have gone unnoticed very long. He felt bad for making his friend worry, but he had been so focused on getting to CC, he didn't even think to leave them a note. "Miss Fine, I'm quite well, thank you, in fact, I feel better than I have in months. You'll have to get your own breakfast today though, and for the near future as I'll be taking a leave of absence for awhile. I'll explain it to you later when it's not so early in the morning. Rest assured, I'm just fine. Could you please put Mister Sheffield back on the line?" He rubbed his eyes and sat up, waiting for Fran to finish scolding him for scaring her and then handing the phone back over to Maxwell. "Mister Sheffield, obviously I've found Miss Babcock and I know all about her secret. Needless to say, I feel my place is here with her until further notice. I hope that won't be a problem. Could you please pack my things and send them down here to Pinehurst? I think a couple of weeks worth should be sufficient, if they have laundry facilities here?" He looked over at CC who nodded in response to his question, "Yes, two weeks worth should be fine. Come down in the limo and you can take the town car back with you when you go. I'm not leaving CC's side until she delivers. Yes. yes, I'll tell her. Thank you sir." He disconnected the phone and fell back against the pillows with a groan.

CC leaned over and gave him a peck on the cheek, "Do you want breakfast or to go back to sleep, Butler Boy?" He opened one eye and his stomach rumbled. CC laughed, "I think that's one vote for breakfast then, I'll order it up." She picked up the phone and ordered two breakfasts delivered to her room, then grabbed her clothes for the day and headed for the bathroom. Niles sat up and tried to straighen his clothing to be more presentable. Picking up his jacket from the end bed post, he was putting it on when he realized there was another jacket hanging on one of the bedposts at the head of the bed. Frowning, he walked over and picked it up, immediately recognizing it as one of his own, and thought about the last time he saw it. He moved over and sat on the bed, laying the jacket across his lap waiting for CC to exit the bathroom. When she did, he held up the jacket, "I've been looking everywhere for this, you know? Couldn't figure out where it'd gone, it never occurred to me that it went home with you that night." CC blushed, and grabbed the jacket from him, hugging it to her almost protectively. "Well, I couldn't get back into my dress without help and I didn't want to give any cab driver a free show, so I grabbed what was handy. Afterwards... well, I couldn't give it back because it reminded me of you. It was a great comfort when you had your heart attack and I thought things were over between us." She was stroking it now, and he found it almost endearing to imagine her embracing his jacket in place of himself. He held out his arms, "Well, how about a hug from the real thing, now that I'm here?" She grinned and walked over into his arms. It wasn't as easy to hug her as before as she had gained quite a bit of weight, but he adjusted until they were both comfortable. He gave her a kiss on her forehead, and then said, "My turn to freshen up..." and headed for the bathroom just as there was a knock at the main door. CC allowed the aide to set up breakfast on the small dining table while she put Niles' extra jacket back on the bedpost where it belonged.

When he came out of the bathroom, his clothes were still hopelessly wrinked. "Mr. Sheffield said he'd bring me some clothes later this afternoon, so I'll have something to change into." He sat down at the second place at the table and began to eat his breakfast. CC had already started in on hers. As he finished a bit of waffles, he said, "So, now tell me the story from the beginning and get me caught up on everything I missed." So as they ate their breakfast, CC told him the whole story from her first bouts of morning sickness to her visit to the doctor, to her fear over how to tell him about the preganancy and what he would think about it. She confessed that she had decided to tell him about it on the Sunday she came to visit unexpectedly, the day of his heart attack. It wasn't until later that she found out that she was carrying twins. She then had to bring Maxwell in on the secret, and when her doctor said it was time to be hospitalized for the remainder of the pregnancy she waited for the perfect opportunity to put on her act of going crazy. "I don't move as quickly as I used to with the extra weight, and when that office door closed in my face, I knew it was the perfect set-up for me, especially because you were right behind me." He frowned, "How did my presence make it perfect?" She sighed and looked out the window before answering, "Because I knew you would take care of me properly. As angry as I was with you, I knew you'd be a gentleman and you'd try to help. So you called Dr. Bort which is exactly what I wanted you to do. When I asked you "Grandmama, is that you?" that was the code phrase I had worked out with Dr. Bort to bring myself in. Since you drove me to his office, it gave me a little time to be alone with you, even if I had to keep acting like a lost little child. Although I was starting to feel that way because I was scared about what life was going to be like for me. Then when you wanted to say goodbye," she turned back to look at him, and there were tears in her eyes, "I never expected you to tell me you loved me. I just about gave up the whole charade right then and there, because I wanted to tell you that I loved you too, but I thought I was too far along to tell the truth now. I was committed to my story." She laughed, "Committed..... it was the only believable cover story I could come up with for my extended absence besides the truth, but I was too afraid to do that. I had left my contact information and instructions for Maxwell in my apartment. Dr. Bort drove me over to my apartment to get my things and brought me down here and got me settled in. Max called me every other week from my place to see how I was doing, I had told him not to call me from his place because you might overhear. Which of course is exactly what happened. So how did you manage to find me?"

Then it was Niles' turn to explain about Max's slip of the tongue telling him that she was at someplace called Pinehurst. That Max was able to call her whenever he wanted suggested that CC wasn't at a mental institution, but some other kind of hospital. "All it took was a quick call to information, and I got the address for this place. I jumped in the car, got some flowers so I could pretend to be a delivery boy if I had to, and they let me right up. I was coming down the hallway when I heard you reading from the book. I just watched you from the doorway for awhile, until you started the tape. I can't believe you still have a copy of that, and that I still remember the lyrics! Anyway, I thought it would be bad to scare you by just walking in, so I thought singing my way in would be gentler. I'd say it worked. I must say I had all sorts of terrible thoughts on why you were here, that you had cancer or were sick and needed special treatment, maybe even dying. I never dreamed it was for something as wonderful as being pregnant." They spent the entire morning watching CC's collection of videos of her doctor appointments. Niles couldn't help but cry at hearing his babies' heartbeats for the first time, and seeing CC's facial expression when she was told she was carrying twins sent him into a fit of laughter. They had soup and sandwiches for lunch, and then CC laid down for a nap. Niles picked up the book and began to read from where she had left off the night before. CC smiled from the bed, "Oh Niles, they do like the sound of your voice. They settle down almost immediately." He paused and said, "Then I will simply have to keep talking to you all the time until they decide it's time to arrive," and then continued reading until CC was asleep. He set the book aside and just sat in the chair, drinking in the sight of her lying so peacefully in bed. It still found it hard to believe that two people who had acted so horribly to each other for so many years could find themselves in love and with children on the way. He only had one question left to ask CC, but finding the right time to do it would be the trick.

CC only slept for about an hour before waking up with a big stretch. Niles was still sitting in the chair watching her. She looked at him with an odd expression on her face and asked, "And just what have you been doing while I took my nap?" He smiled, "Just watching the most beautiful woman in the world." CC blushed and waved at him, "Please, I'm the size of a blimp with swollen ankles that I haven't seen in awhile." He nodded, "Yes, and you've never been more radiant." He leaned forward and began to kiss her. She wrapped her arms around him, returning the kiss. Just as things were getting interesting, the phone rang. They pulled apart and CC sighed, "That's the front desk. Babcock here." She frowned at whomever was on the other end of the phone, and then began to smile. "Yes, I see. Give the luggage to an aide to deliver to my room, and send them to the east patio, we'll be down shortly." She put the phone down and looked at Niles, who was smiling. "I take it my things have been delivered." She nodded, "Yes, and Maxwell apparently brought Nanny Fine with her, but they wouldn't let them up because pets aren't allowed in the rooms." Niles frowned, "Fran is not a pet." CC laughed, "No, you silly, she brought Chester with her!" They both laughed and she said, "Could you find my sneakers and put them on for me? Bending over isn't so easy to do these days." He found them tucked under the bed, and slipped them on her feet, tying them for her. There was a knock at the door, and Niles opened it to reveal a young man carrying two large suitcases that recognized as his own. "Just set them down here, please". He set them at the end of the bed and said, "How's it hanging today, Miss B?" CC nodded at him, "Just wonderfully, Emilio. Let me introduce you to Niles, he's the baby's father and will be staying with me until the birth." Emilio shook Niles' hand enthusiastically, "You've got a great lady here, Niles, welcome to Pinehurst. If you need anything during the day shift, just let me know." He left and Niles put one of the suitcases on the bed, "I'm not going down to see Mr. Sheffield and Fran all wrinkled. What on earth?" He had opened the first suitcase and found jeans and polo shirts. Frowning, he pulled the other suitcase up and found it filled with the same kinds of casual clothing along with a note. He picked it up and read it aloud, "_Since you are off-duty as a butler for the duration, you might as well be comfortable. We tucked a couple of your suits in the bottom of this one in case you really need them. Love, Max and Fran_." He chuckled, then grabbed a pair of jeans and a bright yellow polo shirt and headed for the bathroom. CC stared at the contents of the suitcases, trying to remember if she had ever seen Niles out of uniform before. She then chuckled thinking of two very specific nights she had seen him completely out of uniform. She got herself back under control until the bathroom door opened and he walked out. Niles was handsome in his butler garb, but he was absolutely gourgeous in casual clothes. He filled out the jeans quite nicely, and the right yellow shirt made his eyes appear even more blue. It also showcased his wide shoulders and the muscles he had developed when he started working out after his heart attack. If she wasn't already in love with him, she might have fallen right there. He looked throught the suitcase until he found socks and deck shoes. CC couldn't help but smile at how amazing he looked. When he finally looked her way, he looked awkward. "What's wrong? Don't I look OK?" She grinned, "Are you kidding? You look good enough to eat! I'll have to make sure you never leave this room without me or you'll find the nurses chasing after you." He came over and helped her to her feet, "Are you sure it's OK for you to be up and about?" She nodded, "The doctor says light exercise is still OK as long as I don't dilate any more. I usually go down in the afternoons for some time on the patio anyway, so visiting Maxwell and Nanny Fine won't be a problem at all. Just try not to lose me, I waddle kind of slowly these days." Off they went towards the elevator and their friends waiting outside.

Max and Fran were sitting at a patio table waiting for Niles and CC to come down. Chester was on his leash running around in circles at Fran's feet. Fran looked worn out, it had been an emotionally up and down day for her. She woke up early that morning and was going to help Niles make breakfast, just to find him missing. When she went running upstairs to Max's bedroom and told him that Niles' bed hadn't been slept in, he reached for the phone and dialed a number from memory and spoke to CC! Even after talking to Niles, she was still upset and confused about what was going on. Max felt he had no choice but to fill her in, so after they got dressed and headed to Niles' room to pack him some things, he told her that CC was in hospital not because she had become delusional, but because she was pregnant with twins and needed supervision. Fran sat on Niles' bed just shocked as Max pulled the two suitcases out of the closet and opened them on the bed. "But Max, why would Niles want to stay with her just because she's pregnant? I mean, shouldn't the father be with.....oh....OH!" Fran put the pieces together and stood up, "You mean NILES and MISS BABCOCK? But they hate each other! They insult each other every chance they get. How could they... why would they.... Oy!" Fran just shook her head, unable to get her mind around the idea that her best friend would want to be involved with the woman he seemed to hate the most in the whole world. Max started pulling suits out of the closet and Fran put her hand on his to stop him, "What are ya doing, Mista?" Max looked at her in confusion, "Packing Niles some clothes." Fran shook her head, "He's not going to be a butler, he's going to be a daddy, he should dress like a daddy!" She took the suit from Max and put it back in the closet and kept pushing through the various suits, jackets, and sweaters until she found some polo shirts, jeans, and more casual looking sweaters. "Pack these, let him just be a normal guy enjoying the birth of his babies, not a butler. Those two have enough to overcome without reminding them of the different worlds they come from with what he's wearing." Max looked at Fran in surprise, her logic completely sound and reasonable. Smiling, he began to pull the more casual clothes out and packing them. "All right, darling, but let's put a couple of his suits in there just in case he doesn't agree with our reasoning. Why don't you write a note about why we packed what we did while I get his things from the bathroom?" Fran found some stationery and a pen on his desk and penned a quick note, signing it "Love, Max and Fran". She grinned, liking how that sounded. She couldn't wait until she could write "Mrs. and Mrs. Maxwell Sheffield". Her eyes got wide, and when Max returned to the room he found a fretful Fran waiting for him. "Darling, what's wrong?" Fran looked up at him, "When is Miss Babcock due?" Max did the math in his head. "I think two or three months more, why?" Fran looked down at her lap, "That'd mean Niles and Miss Babcock won't be at our wedding." Max put the bag of toiletries into the suitcase, and then sat down next to her on the bed. "Well, we don't know that darling, maybe CC would be allowed to come if she promised to be careful," but Fran was shaking her head, "She wants this whole thing kept secret, she wouldn't dare show up at a society wedding like yours." Max put an arm around here, "Don't worry, darling, we'll figure something out, I want them there as much as you do, they're family after all. Now, let me get these bags down to the limo and get David over here to drive me down to Pinehurst." Fran scrambled off from the bed, "Wait! You're not gonna go without me and Chesta! Chesta! Time to go see your Mommy!!" Fran tore out of the room before Max even had a chance to object. He shut the suitcases and carried them downstairs and called over to David, who was their back-up chauffeur to bring the limo around. Fran used the two hour drive to fill him in on the wedding preparations. They still had about a month and a half until the big event, and lots accomplished, but lots left to finish too. When they arrived, the nurse at the front desk wouldn't tell them where CC's room was because pets weren't allowed in the hospital. The bags were taken away by an orderly and they were told to wait on the patio outside. Fran tied the end of the leash to the chair and she and Max enjoyed the peace and quiet out on the patio, waiting for their friends to arrive.

Fran and Max were watching for them from the patio. Niles offered CC his arm, and she wrapped hers around his as they exited the building. CC had a noticable waddle to her step, but Max couldn't remember seeing either of them looking as happy as they did at that moment. Fran was glad Max had told her that Miss Babcock was pregnant, or she might have passed out with surprise at seeing the normally svelt, fashionably dressed socialite large with children, dressed in sweatpants and a maternity top. But she had to admit, they made a very handsome couple. She had seen Niles in casual dress now and again, especially after his heart attack, and when they had one of their movie nights she would insist that he get comfortable which meant out-of-uniform. She jumped up, "Ni-yuls!" and made her way to her friend, wrapping her arms around his other arm and giving it a hug. "Miss Babcock, you love wonderful, so radiant and full of life! This country air agrees with ya!" CC smiled almost shyly as Max came up on her other side and gave her a peck on the cheek in greeting. Chester continued to bark and run around in circles, eager to be part of the group. Fran laughed and picked him up, unhooking the leash from the chair, "Here ya go, Chesta, here's ya mommy!" CC reached for the dog, expecting him to growl and nip like he normally did when she took him away from his precious Fran. Instead, Chester started licking her face in excitement before snuggling into her arms. CC blinked in surprise and Fran laughed, "Oh see, the poor guy missed you, Miss Babcock!" CC smiled and petted Chester and said softly, "I've missed him too, I've missed all of you, it's been very lonely here." Niles pulled out a seat at the table and she waddled over, holding Chester to her chest, and dropping carefully into the chair. Niles then sat to her right, with Fran next to him and Max completing the circle. CC glanced and Fran and said, "I guess Max already told you about what's going on here, Nanny Fine? You didn't seem surprised to see me like this." Fran nodded, "He told me about this morning while we were packing up Niles' clothes to bring to him. I was surprised, but I'm so happy for ya both. Do ya have names picked out?" CC nodded, "If I have two girls, they'll be Lucy and Susan, I don't have middle names yet. If I have two boys, they'll be Peter and Edmund. If I have one of each, they'll be Lucy Susanna and Peter Edmund. I'm really hoping for one of each, but I haven't tried to find out during my ultrasounds, I want to be surprised." Fran scrunched her face in thought while Max smiled, recognizing the names at once. Fran finally said, "They're names from a book, I know they are, oh! The one with the talking Lion that Grace likes so much, is that it?" CC and Niles nodded, Niles said, "It's one of our favorite books, so we are naming the children after the four children in the story." CC smiled at Niles, happy that he was accepting of her name ideas. He hadn't had any direct input but he didn't seem upset at all that she had already picked out names.

Fran looked back and forth as CC and Niles as they looked at each other and grinned. "So, when are ya getting married?" Both CC and Niles froze before turning to look at her, stunned expressions on their faces. Max muttered, "Fran....." and she looked at him, "What? I was just asking - seems to me if you're going to be having babies together and ya love each other like they obviously do, they should be gettin' married." CC looked down at Chester, stroking his fur in silence. Niles cleared his throat before saying, "Well, we haven't really talked about that, Miss Fine, I'm still trying to wrap my mind around the idea of becoming a father at my age." Fran waved a hand, "Naw, you're only as old as you feel, and we know you're obviously still a vigorous man or she wouldn't have double buns in her oven." CC blushed and Max rolled his eyes saying louder, "Fran, not now...." Fran, being Fran, just kept talking, "It's simple. CC, do you want to marry Niles and raise your family together?" CC finally raised her eyes to look at Fran, then Max, and then Niles, whose wide-eyed expression made it obvious he was very interested in her answer. She nodded her head slowly, and said softly, "More than anything." Niles began to tear up as Fran said to him, "Niles, do you want to marry CC and raise your family together?" Niles nodded, "Of course I do." Fran clapped her hands, "OK, that's that. Miss Babcock can use her connections to take care of the paperwork and we can have the wedding right here at Pinehurst so you won't have to travel. Leave all the preparations to me, we're already planning one wedding, what's one more? Just let me know when you want to have it." CC and Niles hadn't stopped staring at each other, and the silence continued as Fran waited for an answer. Niles swallowed, "Will two weeks give you both enough time?" CC said, "No problem for a Babcock..." and Fran nodded, "It'll just be close friends and family, nothing huge and fancy. You guys can have a society wedding after the babies are born if you want one. Will you want to invite your family, Miss Babcock?" CC turned to her, "My father, DD and Noel, don't invite my mother. Don't even tell my mother. In fact, tell the rest of the family not to tell my mother, or they'll be un-invited." Fran blinked, "Yeah, OK, got the idea, no mother." Max said, "I'll make the arrangements to fly your parents over, Niles, if you want to give them a call and see if they can come on such short notice." Niles just nodded in shock at how quickly things had happened. *Sure, I want to marry her more than anything, but I thought I'd have to work to earn her trust and for her to want to marry me. Fran managed to accomplish what would have taken me at least weeks in just five minutes!*

Niles scooted his chair closer to CC and put an arm around her. Chester had dozed off his her arms, obviously content to see her again. "We'll get all of the arrangements made and figure out the rest of the details when we get home." Fran turned to Max, her eyes wide, "Oh Max, I just had a wonderful idea!" *Oh no* Max thought. "What if we had a double wedding? Niles and Miss Babcock and you and me? We could still have our big society wedding in a month and a half like we have planned, but we both want Niles and Miss Babcock there. This way, they would be!" Max raised his eyebrows; the idea had merit. He could surely get Nigel and Jocelyn to come over just for a couple of days. He looked over and Niles and CC, "Unless you feel that would be imposing on your big day?" Niles shook his head, "No, I think it's a wonderful idea. I wanted you to stand with me, sir, uhm, Maxwell, since you are one of my oldest friends." Max nodded, "I'd like you to be one of my groomsmen too, along with Brighton and Nigel. Who do you want to stand with you, CC? I'd imagine DD?" CC glanced down at Chester sleeping in her arms. Logically her sister would be the right one, but they hadn't really been close sisters. She looked up at Fran, and knew immediately who she wanted standing up there with her. "I'd like Fran to stand with me, if she wouldn't mind." Fran's eyes widened, "Oh Miss Babcock, I'd be honored, but shouldn't you pick your best friend?" CC reached up a hand and laid it on Niles' hand on her shoulder, "I'm marrying my best friend, so I'd like his best friend to stand with me." Fran teared up and nodded, "I'd love to, oh, we'll make two glorious brides for our two men. I'm going to have Val, Maggie, and Gracie as my bridesmaids, will you stand with me too?." CC nodded, and soon both women were crying happily. Max and Niles just exchanged a glance that said, *Women!* They chatted for awhile longer, with Fran and CC discussing things they needed to do like arranging for a dress to be brought down and fit for her and making arrangements with Pinehurst to use the facilities without disrupting the other patients. It was just before dinner time when Max stood up and said, "Darling, we need to get started heading back to the city if we're going to make it before nightfall." Max shook hands with Niles and gave CC another peck on the cheek. Fran of course gave Niles and CC both enthusiastic hugs, and her eyes widened in surprise when one of the twins gave her a big kick. "Oy! You've got a real soccer star in there, Miss Babcock," as she pulled away. CC tilted her head, "Fran, why don't you call me CC?" Fran grinned and nodded. She took the still dozing Chester from CC, and with Max walked away arm and arm towards the parking lot where the town car awaited. Niles helped CC to her feet and assisted her to back to their room for dinner.

As they were waiting for the food to be delivered, Niles looked at CC, who was glowing with excitement. *I think she's really happy to be marrying me.* After the food was delivered and set out on the table, Niles closed the door behind the aide, and walked over to CC's chair, and knelt at her feet. Her eyes widened, "CC, Fran ended up asking you for me, but I want to do it myself properly. I love you with all of my heart, and I love those two miracle babies of ours. Will you do me the honor of becoming my wife?" CC nodded, "Niles, I would love to marry you," and reached for him. He rose and embraced her gently, kissing her on the cheek. "You've made me the happiest man on Earth, my love." He moved back around to his chair and sat down. "I am so happy that I'll be able to carry on the family name, although if we have boys, I won't make them follow in their father's footsteps for a profession." CC looked at him intently. "Uhm, Niles. That reminds me. Exactly what family name are you carrying on here? I don't think I've ever heard anyone use it?" Niles looked down at his plate, and started moving the food around on the plate. "Oh come on, Butler Boy, it can't be that bad, just tell me what it is?" He blushed, and said softly, "Actually you've already called me by my given name once before." She looked at him blankly before he hinted, "Remember introducing me to the backers when I was going to sing that number I sang last night?" She blinked at him blankly a couple of times before comprehension hit her. "Butler? Your last name is Butler? Why on earth is that a big secret?" He sighed, "Probably for the same reason you go by CC, it's awkward being a butler with a last name of Butler. You can imagine the jokes, 'I was born to serve because my name is Butler, etc.' My family has worked for the Sheffields for several generations. When my several-times great grandfather came to work for him, Maxwell's several-times great grandfather couldn't remember names, sort of like you, and so he had my father change his last name to Butler so he could just yell for the Butler and be right."

CC smirked, having run at least a dozen additional jokes through her head while he continued to speak. "So, in a couple of weeks I'll be CC Babcock-Butler, that doesn't sound that bad." Niles smiled slightly, she had taken that better than he thought, and no jokes! "So, what exactly does CC stand for?" Her lips clamped shut for a second, and he regretted asking and risking any damage to their fragile relationship before she sighed, "You trusted me with your secret, I can't very well not trust you with mine. It stands for..... Chastity Claire." She sat waiting for the jokes to come, and instead Niles got a very goofy grin on his face and said, "Oh that is a beautiful name." CC smiled back at him, and they enjoyed their dinner before watching some more of her videos and reading another chapter of their bedtime story before changing for bed, and going to sleep spooned together with Niles facing CC's back, his arm laid over her side and resting on top of the twins.


	7. Chapter 7

_(Author's Note: This installment uses elements from "The Wedding" from Season 5, with one major twist)_

The next two weeks flew by so quickly, in part because everyone was so busy. The Babcock name was useful in getting arrangements made for the marriage license and getting Pinehurst to agree to holding the double wedding on their grounds. Fortunately it was going to be a relatively small crowd. From Max's family, his brother Nigel, his sister Jocelyn, and the three Sheffield Children (his mother had declined the invitation, which was just fine as far as Maxwell was concerned). From Fran's family, her parents, her sister Nadine and her husband, and of course, Val. From Niles' family, his parents were being flown in from England. From CC's family, her brother Noel and her sister DD, along with her father Stuart. The Babcock family was ordered not to tell CC's mother BB under any circumstances. She had each of them come down to Pinehurst separately so she could tell them about the babies in private. All three were surprised, but Stuart seemed a little less so. When Niles left the room for a moment, Stuart caught his daughter's eye and said softly, "You've loved him for a long time, haven't you, kitten?" CC nodded, and he nodded back, "I thought so. The way the two of you bantered reminded me of an old married couple." They would have both a Jewish rabbi and a minister officiating the Sheffield wedding, and the same minister would officiate for Niles and CC. Niles arranged for a friend who did catering to handle the food, and Pinehurst allowed them to use their kitchen facilities and dining room for the reception, for a hefty fee of course.

Fran was in charge of finding a wedding dress for CC to wear, and since CC couldn't go shopping for herself, Fran had to bring the dress to her. It took her a few days to find just the right dress, and brought it along with her own dress down to Pinehurst for a double fitting with CC. It was the first time since learning about the babies that Niles had to leave CC's side, both women insisting that it was bad luck to for the groom to see the bride in her wedding dress before the wedding, and they needed all the good luck they could get with their history! CC was getting to feel rather uncomfortable with the extra weight she was carrying around, but when she saw herself in the mirror in the wedding dress Fran had found, she was speechless. It was a amazing ivory white gown that accentuated her curves and minimized that she was pregnant, with a matching long-sleeved jacket. In fact, if you didn't know she was pregnant, you might just think she was overweight. Fran's dress was equally stunning, a lacy off-the-shoulder gown with a long train, the kind of dress that made you think of a fairy tale princess. Fran explained that she'd wear her hair up and have the veil trailing down her back just as long as the train. They had arranged for two of the downstairs suites that weren't being used by a patient to be used for their dressing rooms before the ceremony, one for the men and one for the ladies.

Fran's mother Sylvia was happy to have the wedding moved up, and getting two weddings meant twice the food to eat! She helped out by arranging the flowers and explaining to the Pinehurst staff who volunteered to help set things up how to arrange the chairs. Instead of 2 sections of seats with a single aisle down the middle, Sylvia planned to arrange them in three groups of chairs with two aisles, one for each bride to walk down. They decided to have an outdoor wedding, as the grounds of Pinehurst were quite peaceful, and there was a lovely garden on the west side of the building that was ideal for such a happy event.

Niles and Maxwell went shopping for the wedding bands, while Niles also shopped for an engagement ring for CC. One advantage to being a bachelor so many years, he had been saving his money for a long time and was able to splurge on a very nice ring for her. He thought she'd be surprised by it, and was eager to give it to her as soon as possible. First, he wanted a special message engraved on it that would take an extra day to complete. Niles, Maxwell, and Brighton would have matching tuxedos, just as Gracie, Margaret, and Val would have matching bridesmaids gowns. All of the fittings were moved up to fit the updated timetable. CC's nerves had been building with each day that passed. Niles hoped that giving her the ring would help calm her down. Once it was ready, he set the stage up perfectly with romantic music, candlelight for dinner, and dropping to one knee as he held out the jewelry box as he asked her formally, "Chastity Claire Babcock, will you do me the honor of becoming my wife?" She nodded, unable to speak as she was overcome with love for this man kneeling before her, and he slipped the ring on her finger and rose to kiss her passionately. Because her pregnancy was considered high-risk, she and Niles had agreed that they wouldn't make love and risk the safety of the babies. Kisses and hugs and massages were the most they could have. CC enjoyed it tremendously, it helped with the aches in her back and her legs when Niles would rub them down with softly scented oils. She found she loved curling up to sleep with him by her side and looked forward to waking up each morning with him beside her. They put off any discussion of what their future would look like, their attention was on the wedding and on the safe delivery of the babies. As they were preparing for bed that night, he casually mentioned, "Oh, I forgot to tell you, you might want to read the inscription." CC frowned, and slid off the ring and held it up to the light. Written inside the ring it read, "From your Butler Boy who lives to serve." She couldn't help the snort of laughter before asking, "How on earth did you ask for that inscription with a straight face?" Niles turned to her and said, "I wrote it down so I didn't have to say it aloud." She giggled, and slipped the ring back on before embracing him.

CC's appointment in the middle of the two weeks went smoothly, and Niles became overcome at seeing the images of his babies moving around inside of CC. He hadn't realized just how much he regretted not having a family of his own, until he was going to have one. His only regret was that it had taken them twenty years to reach this point. These were probably the only children they would have. But he began to feel that maybe it took twenty years of their bickering and bantering to reach this point, and to appreciate what they had found. Who knows, if they had tried a relationship way back then, maybe it would have ended long ago, and badly for them both. He was glad to have the support of his friend and employer, Mister Sheffield, and his good friend Fran. She gave them the push to get married, but he knew as soon as he found out about the babies, he wanted her to be his wife so he could be a proper father to the children.

Nigel and Jocelyn ended up coming in on the same plane as Niles' parents from England, so Maxwell had the limo pick them all up. They would stay in guest rooms at the house before following everyone down to Pinehurst. It was the first time Maxwell, Nigel, and Jocelyn had all been together in awhile. Jocelyn was not in the best of moods, as her marriage to her former chauffeur was on the rocks. She spent most of the time up to the wedding on the rocks herself, trying out various bottles from Max's bar. Max asked Nigel to keep her away from Fran, not wanting her gloominess to upset her before the wedding.

The day before the wedding, all of the guests came down to a local hotel to spend the night. Niles joined them at the hotel, reluctant to leave CC's side, but Fran again insisted on following tradition that the groom not see the bride for 24 hours before the wedding. It was set for 3 o'clock the next day, and he stayed with her right until the last moment, Fran almost had to drag him out of CC's room. Nigel tried to talk Maxwell and Niles into have a double bachelor party, but neither were interested. Fran didn't have a bachelorette party either, just spent the evening hanging out with Val and recalling happy memories of their childhood. As CC was getting into bed the night before her wedding, she was feeling especially lonely. She skipped reading to the babies because it just wouldn't be the same without Niles there. She had just pulled Niles' jacket off of the bedpost and into bed with her when the phone rang. Reaching over, she wearily said, "Babcock." Niles' voice came through the line, "Lucky for us, it's only bad luck to see each other before the wedding, Fran didn't say anything about talking to each other." She could hear the smirk that had to be on his face and grinned, "Oh, I've missed you so much this afternoon. The babies have too. They miss Daddy." There was a long pause before Niles said softly, "I miss Mommy, too." CC smiled and tried to fight back the tears. "Did your parents arrive all right?" Niles said, "Yes, and they're very excited to meet you tomorrow. I've told them all about you." CC frowned, "Oh, the good version or the bad version?" Niles laughed, "Both of course, we wouldn't want to shock them when we get into one of our zinger modes." CC laughed in agreement, "Well, I'm so glad you called to say good night, I was just getting ready for bed before our big day." Niles said softly, "I love you, CC, and I can't wait for tomorrow to come." CC smiled and whispered, "Same here, Butler Boy, same here." They said good night and hung up. Both found it hard to sleep, they had gotten so used to being in the same bed even after only a week of being a couple.

The next day was bright and sunny, but not too warm, perfect for a wedding. The staff from Pinehurst started early getting the chairs set up around a trellis in the garden that would be the backdrop for the weddings. Fran, Val and Sylvia snuck out of the hotel after having breakfast in Fran's room, wanting to get away without Maxwell seeing Fran, and wanting to help CC with getting ready. Maxwell had arranged for a group of limos to bring all of the guests and the rest of the wedding party from the hotel to the Pinehurst grounds at noon after an early lunch. They arrived to find a nervous CC pacing in her room, rubbing at her stomach anxiously. Fran said, "CC, did you eat anything for breakfast?" She nodded, "Some toast and tea, I didn't feel up to anything more than that, I'm so nervous." Fran nodded, "I know, I'm kinda nervous too, but this is what I want more than anything, don't you feel that way too?" CC nodded, "Then we don't have anything to worry about! Let's get our dresses and jewelry and stuff moved downstairs to the dressing room, OK? We can start working on our hair and stuff and try to relax." Val and Sylvia carried things down for CC, who just carried the box of jewelry she planned on wearing with her gown. She had asked Maxwell to fetch it from her safe at her apartment. It was a beautiful plantinum necklace that was her grandmothers, and she had a pair of diamond earrings to wear as well. They spent the morning experimenting with a couple different hairstyles before CC picked the one she liked best. She was pleased to find that Fran really could do hair, other than just making "big hair" like she did when they had been locked down in the wine cellar at the Sheffield house. Sylvia and Val chattered away about other weddings they had been to, and Val went on about hoping her wedding would be as lovely someday. Fran reassured her that it surely would be, and then muttered under her breath, "Unless you're at retirement age before it happens." After CC's hair was done, she made herself comfortable on the bed in the room, putting her feet up to help with the swelling in her ankles. They were going to have a light lunch served in the dressing room before it was time to start getting dressed.

The guests and the rest of the wedding party arrived about 12:30. Maggie and Grace joined Sylvia, Fran, Val, and CC in their dressing room and started getting changed. Meanwhile Maxwell, Niles, Nigel, and Brighton headed for their suite with their tuxedos to start getting ready as well. Once Sylvia, Maggie, and Grace were dressed, Sylvia took the girls with her to help oversee the last minute arrangements, leaving Val to help Fran and CC with their dresses. CC planned on staying in her dressing gown until the last possible moment, because one of the babies was pressing down on her bladder and she had to use the restroom rather frequently lately. The guys were ready well ahead of time, and went out to mingle with the guests. Maxwell and Niles were both very excited and nervous, and the idle small talk helped them with their nerves. At two, Val helped them get their dresses hung and ready to be put on when Fran turned to her and said, "Do you mind if CC and I do this ourselves, Val? I think we need a little bridal time together before we walk down the aisle." Val nodded, "Sure thing, Fran, I'll meet ya at the altar!" After giving her friend a quick hug, she left the two brides alone.

Fran came over and sat on the bed next to CC, who looked surprised that she would rather spend her last hour with her instead of her best friend. Fran sighed, "I know you and I haven't gotten along very well in the past, CC, but today, we're sharing the most special day in our lives. I want us to be able to do this as friends. So, I'd like us to help dress each other, if you don't mind. Niles and Maxwell are so close, I'd like us to be able to be friends too." CC smiled at her, pregnancy having obviously mellowed her quite a bit, "I think that's a wonderful idea, Fran. I'm not sure how much help I'll be able to be though, I don't move all that great right now, but I'll do my best." Fran smiled, "All I need is a zip up the back and I'll be good to go, that dress will stand up by itself almost heh-heh-heh." CC rose from the bed, "Time for another bathroom break," and headed for the restroom. Fran sat down to work on her makeup when there was a knock on the door. She said "Come in!" expecting it to be her mother checking in on her, but instead it was Jocelyn.

Jocelyn told Fran that Maxwell's mother wasn't coming because she despises Fran, just as she despised Lester, her chauffeur husband. "But she likes him now that we're divorcing." Fran was shocked, having helped arrange the two of them to get married and having seen how much they seemed to care for each other. She got up and paced while talking to Jocelyn about Maxwell's mother. "Yes, Mummy was right about people from different classes not being able to mix, they just don't have enough in common and it becomes a bore. But I'm sure that won't happen with you and Maxwell, darling. Anyway, welcome to the family, I'm going to go see if I can't find something besides this non-alcoholic champagne to drink. Ta-ta!"

Fran sat on the bed in shock as Jocelyn walked out of the room. She had never doubted that she and Maxwell loved each other, but had always worried about whether their different backgrounds would get in the way of them being happy. When she'd expressed these kinds of concerns in the past, Maxwell could always wash them away with his declarations of love. Without him to dismiss them, the fears began to overwhelm her and she began to cry. She knew she and his mother would never get along after their first meeting had gone so badly, but she never imagined that she'd hate her so much, she'd not come to her own son's wedding! If Maxwell found out why his mother didn't come, it would only widen the rift that already was between them. She had always thought that not having lots in common with Max made life more fun, more entertaining, not more boring. What if she was wrong, and after awhile, he grew bored being married to her? All of these things ran through her mind and she sat crying on the end of the bed.

Meanwhile, CC sat in the bathroom in shock at what Jocelyn had done. It had been mean and cruel, and reminded her far too much of the way she used to treat Fran before she got pregnant. It also made her think about how her and Niles were in the exact same situation as Maxwell and Fran, just reversed. Maxwell wasn't there to comfort Fran, but she was. She struggled to her feet and waddled her way back out into the main room. Fran turned and tried to wipe at her eyes, having obviously forgotten that CC was there. CC came and sat down next to her on the bed and said, "Don't you believe one word that witch said, Fran, Maxwell loves you and just because she couldn't make her marriage work, doesn't mean that you two can't, or that Niles and I can't." Fran's eyes widened, "Do you worry that you're marrying... well... beneath you by marrying Niles?" CC shook her head, "Oh, twenty years ago, I could imagine those kinds of things coming out of my mouth, but Niles isn't a domestic to me anymore, he's a MAN, and he's the man that I love and who I'm going to make a life with along with our babies." She dropped one hand on her swollen stomach and began to rub at it. She shook her head, "My mother thinks the same way as Jocelyn, your job and your class define who you are and who you should be with, love has nothing to do with it. For a long time, I thought that way because I was raised to do so. Now I'm able to understand that what a person does for a living isn't the same as who a person IS. No one who knows Niles would say he doesn't have class, he's got his own style and flair that make him special." She paused and then continued, "Just like you have your own style and flair, and that's how you became the Nanny, and that's how you won Maxwell's heart."

Fran sniffled and looked over at CC, obviously confused by the genuine compliment coming from the older woman. "Yeah?" CC nodded, "You were a breath of fresh air in all of our lives, certainly life was never the same after you showed up. Life has certainly been anything but boring since you arrived. Sometimes not always for the better, but everything usually worked out all right in the end. The children have acquired a joie de vivre since you came into their lives, and so has Maxwell. He just enjoys life so much more than he did before. His world stopped when Sara died. Neither Niles nor I could bring him back, but you could and did. His life is so much better now than before, I was there, I can see the difference." Fran sniffed again, "But I thought ya wanted him for yaself?" CC nodded, "Oh there was a time when I was chasing him, because I thought he would be the kind of husband my mother approved of. But I quickly found there wasn't any real attraction there between us. After awhile, it became as much of a game to me as teasing Niles was. I think I knew I didn't have any chance of winning him once you showed up. I still remember the first time I saw you, walking down those stairs in that red sparkling gown and asking Maxwell who that was and he told me 'That's the nanny' and it was obvious from his voice, he was just in awe of you." Fran's eyes widened, "Really?" CC nodded, "Once you became part of the household, I would pick on you all the time, and usually Niles would be the one to defend you, but then Maxwell started doing it too. You were a great target for me to rile up Niles, he took to you right away." She frowned, "In fact, I think I might have been a little bit jealous at how quickly the two of you became friends. I think there were times I thought you were interested in Niles, and I didn't want you to take him away from me." She chuckled harshly, "Oh that's rich, I wouldn't even acknowledge to myself that I wanted him, but I didn't want you to have him either."

Fran patted her on the shoulder gently, "Sometimes we know things on the inside before we're ready to admit them, dontcha think?" CC nodded, then raised her head and wiped at her eyes. "The important thing to remember is we have two men who love us very much out there waiting for us to make a grand entrance, and we're not going to let them down now, right?" Fran stood up, "Right! Let's get me into my dress first and then I can help you into yours before we put my train and veil in place. Wouldn't do for the brides to be late to their own wedding? Just let me fix up my face first!" She dashed over to the table and began cleaning up the mess her tears had made and putting her makeup back on. CC smiled from the bed, glad that she had been able to help Fran to feel better. She wondered if Niles harbored any of the same concerns that Fran had about marrying out of his perceived class. She'd ask him tonight, because she wanted to make sure he knew that she didn't see him as beneath her in any way. *Although I'd sure like to.....* She grinned a wicked little smile, remembering those nights spent in his arms and knowing she had a lifetime of more of the same to look forward to once these babies were born.

Fran stood up, "OK, I'm ready - let's dress!" Fran put on her high heels, took off her dressing gown, and carefully stepped into the dress that CC held in place for her. Once she got it pulled up, CC zipped up the back and Fran stood in front of the mirror preening, getting everything placed just right. Once she was satisfied, she turned around, "OK, your turn!" Because CC's dress was a maternity wedding dress, it was fairly easy for the two of them to get it on. She had chosen slipper-like shoes to wear with the dress, not wanting to risk heels with her bulky weight and tendency to waddle. With the jacket in place, she pulled out the box with her jewelry and let Fran put them on her. They stood side by side admiring themselves in the mirror, CC's blonde hair a sharp contrast to Fran's brunette hair. But what they had in common was the look of excitement and love that shone out of their eyes. Fran turned her back as CC attached the veil to the headpiece Fran had incorporated into her hair earlier that day, and then attached the train to the back of the dress, and made sure everything layered correctly. They then stood back, looking the other over from head to toe to make sure everything was perfect. Nodding, CC checked the clock, it was almost time for her father to come and fetch them to start the ceremony. Looking back, Fran looked very nervous, but smiled when her eyes met CC's. There was a knock at the door and Stuart's voice was heard on the other side, "Kitten? Are the two of you ready to go? You've got a lot of people eager to see you out here!" CC smiled and Fran nodded, and CC opened the door. "Yes, Father, we're ready." Stuart Babcock was holding two simple arrangements of white roses for their bouquets. Fran's mother had arranged for a large fancy floral arrangement for the society event, but Fran wanted to keep this a little more simple and similar between the two services. He handed one to Fran and one to CC, and then offered each of them an arm to escort them to the doorway that led outside.

He signaled someone who turned on the CD of the wedding march. As the music began to flow across the lawn, Fran stepped over to her aisle on the left while Stuart walked CC over to her aisle on the right. Under the trellis stood the rabbi and the minister. To the left were the bridesmaids; Val, Maggie, and Grace. To the left were the two grooms and Brighton. Maxwell couldn't help but stare at Fran, who truly looked like a princess in her dress with the long train and elegant hairstyle she had chosen. Niles was likewise drawn to CC, who looked extremely elegant and every inch the excited bride-to-be. Once both brides reached their position, they waited for the swell of the music to begin again before beginning their march down the short aisles. When Fran reached the end of hers, her parents stood and each took an arm and finished walking her the rest of the way to the trellis. They each gave her a kiss on the cheek before stepping back and Max came to stand by her side. Meanwhile, CC and Stuart reached the end of their walkway and Niles came to stand next to CC, with Stuart between her and Maxwell. The service began with the rabbi doing a traditional Jewish wedding chant. Then the minister asked, "Who gives these brides away today?" Fran's parents and Stuart said "We do" and took their seats. The minister continued with the vows, first Niles & CC, then Maxwell, and then the Rabbi asked for Fran's, who said "I do" before he finished speaking. When it was time for the rings, it was almost comical as Niles handed one set of wedding rings to Max, and Max handed a set back to Niles. The minister closed by saying, "I now pronounce you men and wives." The rabbi placed a glass wrapped in a handkerchief in front of Max, who smashed it with his foot in the Jewish tradition. Fran's family called out "Mazel Tof!" The minister continued, "You may now kiss your bride." Fran and Max and Niles and CC came together and kissed each other with enthusiasm and the small crowd began to applaud (some with more enthusiasm than others).

The two happy couples walked back down the aisles and back into Pinehurst's dining room which has been decorated for the wedding reception. It's a buffet style event, with the other Pinehurst patients invited to attend. At the head table there are only 4 seats for the two couples, most of the other tables have 4-6 chairs, and there is plenty of room for everyone to spread out. Niles gets CC situated in her seat and goes to fill her a plate. While he's gone, her father, brother and sister all come up to wish her the best, and that they'll try to be in town in a couple of months when the babies are due. She rubs her stomach and says, "I'll look forward to it, if only so they'll stop kicking me!" The rest of the afternoon is a pleasant one filled with food and conversation. Being a hospital, there isn't any alcohol, but non-alcoholic champagne is hoisted for several toasts before it's time to leave. They only had the room until 7pm, the Pinehurst staff wanting things to settle down before bedtime. Fran and Max take one limo for their own mini-honeymoon while everyone else returns to the hotel for the night before heading back home. Niles stays with CC, very happy to be back with his family. Just one night away from them was too long in his eyes, and longer than he ever wanted to be away from her again. They resumed their nightly tradition of reading from "The Lion, The Witch, and The Wardrobe" to the babies and spooning in bed.

"Good night, Mrs. Butler."

"Good Night, Mr. Butler."

"Good Night, Baby Butlers."

CC giggled and snuggled into her husband's loving embrace and slept the best she had in months.


	8. Chapter 8

_(Author's Note: This installment uses elements from the episode "The Honeymoon's Overboard" from Season 6 - probably not a surprise since I used The Wedding in the last chapter. Sorry for the delay in updates - enjoy!)_

The month and a half between the two Sheffield weddings flew by for everyone. Niles and CC spoke to Max and Fran regularly on the phone about how plans were coming together, and the Sheffields came down to visit every other weekend. They had decided to keep the first wedding a secret, so only those who attended the wedding knew about it. On one trip, they brought the kids along too and they had a wonderful time. Everyone really liked the new, more laid-back CC Babcock-Butler. They were even more impressed when she could call the kids by the right names more often than before. Meanwhile, the pregnancy continued without any major problems. CC's blood pressure was slightly elevated, but Niles made sure she stayed off her feet as much as possible.

It was during one of these visits that Niles and Max took a walk to discuss how things were going to have to change once the babies came. Niles wanted to continue working as the Sheffield's butler, they were his family. They were also sure that CC would want to come back to work after the babies were born, although they weren't sure when that would happen. But they couldn't imagine the energetic CC Babcock being a stay at home mother, even with twins to keep her busy. While CC had prepared the second bedroom of her apartment as a nursery, it would be difficult for Niles to live there and commute to work. Neither of them were sure if CC would feel comfortable moving into the Sheffield house either, although commuting would be far easier for her. Not wanting to make her upset, they decided not to ask her yet. But there was plenty of room in the Servant's Wing of the house that wasn't being used, it could be transformed into an apartment for the new family to live in together by combining the space of several of the rooms. Niles and Max discussed the details of what kind of space they would need, and decided on a master bedroom with a private bath, a nursery for the babies, and a living room. They could dine all together as a family, and Niles already had the kitchen downstairs, they didn't need a complete apartment upstairs. The Butlers could decide how to handle CC's apartment after the babies arrived. If it wasn't ready by the time the babies arrived, they could stay at CC's apartment until Max and Fran returned from their honeymoon.

A lot of the post-wedding arrangements had to be modified because of CC's pregnancy. Since Niles wouldn't be available to stay with the children, Sylvia and Yetta were going to stay at the Sheffield house while Max and Fran went on their honeymoon, island hopping around the Carribbean on a yacht being lent to them by a friend of Max's. Max found assistants to take over the various in-process productions underway while he and CC were both unavailable. It would prove to be a good test of their assistants, and perhaps earn a couple of them promotions to stage manager. Since Max had no idea how long it would be before CC came back to work, the ability to delegate to managers might prove to be quite useful to the company.

The day of the second Sheffield wedding was CC's eight month mark. The doctors were very pleased that she had made it so far along without going into labor, and as long as the babies didn't appear to be under any stress, they were content to let the pregnancy go forward. Just before the ceremony was about to begin, Brighton dialed CC's room, and set the phone receiver on a chair in the front row, reserved for Niles and CC to attend in spirit. The ceremony was a longer version of the one they had done at Pinehurst. Fran and Max didn't have to deal with any nerves, since they had already been married for a month and a half. After the ceremony, Brighton signed off with Niles and CC.

CC wiped at her eyes, propped up against the headboard of the bed with Niles sitting on a chair next to the phone, and holding on to her other hand. "I wish we could have been there, Niles, it sounded like a lovely ceremony." Niles nodded, "Well, we were at the ceremony that really counted, my dear, that's the important thing. Now they'll have their grand society party, the Fine's will eat all the food, the Sheffields will drink all the booze, and then they'll be off for their honeymoon. By the time they return, they'll have two little Baby Butlers to meet." CC's eyebrows raised, "They better be here by then, didn't you say they were planning on taking a month away?" Niles nodded. CC rubbed at her stomach, "You hear that Baby Butlers, you've got one more month to enjoy it in there before I demand you make an appearance!" She began to laugh when one of the babies gave her a swift kick in response to her voice. Niles chuckled as well, still in a state of disbelief at how much his life had changed so quickly. He moved around to the bed and they got ready for bed early that night. CC's back had been starting to bother her from carrying all the extra weight around, and she found she needed to take a lot of naps during the day. It was getting easier to enforce the bed rest recommendation of the doctor now that she had all the extra weight to carry around! As they curled up to sleep, Niles felt a shiver go through him. *How does Miss Grace describe that feeling, like someone just walked over my grave?* He shook his head and tried to dismiss the sudden fear that something bad was about to happen. He held CC a little closer that night, praying that whatever it was he sensed, it wouldn't hurt her or the babies.

Meanwhile back in New York, Fran and Max left their reception to catch the plane that would take them down to Florida and their yacht. They knew the rest of the family would continue celebrating well into the night, and they had David and the limo ready to bring all of the Sheffield clan safely home. The children made an early night of it as well as Yetta, but Sylvia stayed to the very end to make sure any leftovers were packed up and would be sent over to the Sheffield house the next day. She lost track of how many pieces of wedding cake she had, and by the time she made it home, she was still buzzing with a sugar high on top of the happy feeling at having both of her daughters married off at last. She giggled her way up the stairs, missing her daughter already, but knowing that she was on her honeymoon with the man she loved at long last, and hopefully, she'd soon have some grandchildren to dote upon.

Down in Florida, the Sheffields and their luggage were taken down to the pier and loaded onto the yacht and headed out to sea. Max had arranged a light snack of appetizers and champagne to be served on the deck of the ship. Fran made herself more comfortable by changing into a lacy white negligee and pegnoir, while Max just took off the tuxedo jacket and threw his robe on over the rest of his clothing. It was such a romantic setting as they kissed on the desk, glistening moonlight making everything silvery. Max just had to capture the moment and headed to their cabin to grab the camera. Fran's head whipped around, looking for the best place to pose for her husband. Deciding to sit on the edge of the deck, she pulled a deck chair over, climbed up and crossed her legs. Her hair had fallen into her face, so she whipped her head back to get it back behind her. The sudden motion threw off her balance, and over the side of the ship she went with a "Whoops!". When Max returned to the empty deck, he looked frantically around for his wife. He shouted her name, and finally looked over the side where he saw a bundle of white floating in the water, rapidly moving away from the ship. "Miss Fine!" he yelled, and throwing off his robe, he climbed up on the side and dove in after her. The ship's captain, oblivious to what had happened continued along to their first destination among the Florida Keys.

The next morning, the kids were all up early and making their own breakfast in the kitchen when Sylvia stumbled down the back stairwell with a hot water bag on her stomach. She groaned and headed for the fridge. "What's wrong, Sylvia, I mean, Grandma?" Margaret asked. Sylvia groaned, "Just a little indigestion, nothing to worry about. I just need a little something to settle my stomach." She pulled a plate of pastries from the fridge and began to remove the covering. "I ate maybe just a bit too much wedding cake last night, I had the strangest dream I was wrestling with Santa Claus for the last piece of the wedding cake." Just as she put the end of the pastry in her mouth, Yetta came down the back stairs with her hair mussed up, wearing a red and white robe, rubbing at her shoulder. Sylvia and Yetta looked at each other, and then rolled their eyes in disgust. Sylvia said, "You aren't Santa Claus?" and Yetta came back with, "Well you aren't Rock Hudson, either!"

The children all laughed as a knock came from the back door. It was Val, coming to see how everyone was doing the day after the big day. Fran had asked her to check in on the kids to make sure Sylvia was taking care of them all right. "Morning everybody!" She came over and helped herself to one of the pastries sitting on the island, "Wasn't that a great party last night? I want my wedding reception to be just like that!" Sylvia said drolly, "I bet your mother would settle for you just having one at all," when the phone rang. Sylvia went to the other side of the island and picked it up, "Sheffield Residence, how may I help you?" Sylvia frowned, "The Coast Guard? Why would the Coast Guard be calling here?" She listened for a few seconds, then went white as a sheet and began to gasp for breath. Val stepped over and took the phone from her, "Hello, can you say that again please?" Val also turned pale, but kept her composure. The kids all clustered around her wanting to know what happened. Val said "One moment, please," and put one hand over the phone. "The boat arrived at it's first destination this morning, and Fran and Mr. Sheffield weren't on board!" The kids looked back and forth at each other in confusion as Val got more information. "Thank you, yes, we'll be here, please call with any news at all." She hung up the phone and wrung her hands. Margaret was trying to help steady Sylvia who was very unsteady on her feet. Val said, "They said everything was still laid out from the night before, the champagne was opened, but the appetizers hadn't been touched, they think they might have fallen overboard!" Sylvia cried out, "My daughter is dead!" and Margaret helped her to sit down at the table. Margaret looked at her brother, "Brighton, call Niles and Miss Babcock. They'll know what to do." Yetta just looked confused, taking another pastry from the dish while Val and Margaret tried to calm Sylvia down. Brighton headed for his father's office, knowing he needed to get away from the crying and shouting of Sylvia to talk to Niles.

Niles and CC were still in bed when the phone rang the next morning. CC reached over and picked up the receiver, sighing "Babcock" into it. She blinked a couple of times and struggled to sit up a bit. "Yes Brighton, Niles is here, no its not a problem calling this early, just a minute." She whacked Niles firmly on the shoulder a couple of times until he woke up, having found him to be a fairly heavy sleeper. "Niles, it's Brighton, he sounds upset." Niles sat up and took the phone from her, "Master Brighton, what's going on?" He listened to the story, and CC could see the fear in his eyes as he looked at her. "No, you did the right thing. Keep everyone as calm as you can, and tell Miss Margaret that I'll be there as soon as I can." He handed the receiver back to CC, who hung it up and whirled back to face him, "OK, what's wrong Butler Boy? And don't try to tell me its nothing because you look scared to death!" Niles took a couple of deep breaths before saying, "The yacht arrived at its first stop, and Max and Fran weren't on it." She blinked, "They missed the boat?" He shook his head, "No, they got on the boat just fine, they just disappeared before it reached the first stop. The Coast Guard thinks that they fell overboard somewhere in between." CC gasped, and Niles reached for her, "Now don't get upset, I'm sure they'll be just fine, Max will watch out for Fran, and she's come too far to get him to let him get away now. But the children need me, I hate to leave you, but I need to go." CC disentangled herself from Niles and started to climb out of bed, "Call David to bring the limo down to pick us up. I'll have the staff come help us pack, and we can be ready to go by the time he gets here if he leaves now." Niles threw himself out of bed, "NO! You can't leave the hospital, you're ready to give birth to twins any moment now!"

She turned on him. "Niles, I can either sit here worrying myself to death, and possibly watch Sheffield-Babcock Productions go under with the publicity this will generate, or I can be there with you worrying about them, and working on preventing anything worse from happening with the business. I can work from the sofa in the office and stay off of my feet, but I'll be under stress anyway, wouldn't you rather have us there where you can keep an eye on us too?" Niles nodded, "You're right, I'll call David then you can get help for the packing." David would be ready to leave in 15 minutes, so they had 4 hours until they'd make it back to New York. While the packing went on under CC's supervision, she called Dr. Michaels to let her know about the change in plans and venue. She promised to stay off of her feet as much as possible and not to overwork herself, and Dr. Michaels would be ready to head for the hospital on a moment's notice. CC appeared amazingly calm on the outside, channelling her fear and stress into positive action and not allowing herself to picture her business partner and his wife dead somewhere in the ocean.

At the same time that the news was being broken to the Sheffield and Butler families, Fran woke up on the beach of a small island. She was grateful to be alive, but looked around frantically for Max. She found him lying farther up the beach and ran up to him. He didn't appear to be hurt, and they embraced each other in gratitude that they had survived their swim in the ocean. Max helped her to her feet and they began to explore the island, hoping to find they were close to civilization so they could call home and let everyone know they were OK. No such luck, this appeared to be a small deserted island. They were able to explore it entirely during that first day. They were able to find a small fresh water spring to drink from and some fruit that appeared edible. Max went to work building a crude shelter and they managed to get a fire started. "This wasn't exactly how the honeymoon was supposed to happen, darling." Fran shook her head, "As long as we're together, then it's perfect." They fell into each other's arms and began to kiss next to the fire. Just as things seemed to be moving along, Max exclaimed "Ouch!" Fran sat up, "What was that for?" Max sat up rubbing at his leg, "Something bit me!" Fran frowned, "Yeah, that was me!" He shook his head, "No, not you, a bug or something bit me, and I think it's serious." Fran frowned again, "What makes ya say that?" Max turned to look at her, "Because my leg is starting to go numb."

Back at home, Niles and CC waited in their room until David arrived with the limo. Niles, David, and the Pinehurst staff loaded all of their luggage into the limo, and then helped CC down the elevator and made her comfortable in the back seat of the limo. Once they were on the road, Niles called back to the Sheffield house to see if there was any news. Margaret answered the phone and said there wasn't any news, but Sylvia was beside herself, and the news must have leaked out somehow because reporters were already starting to camp out on the front stoop. Niles frowned, "We'll have CC prepare a statement to issue when we arrive, and will come in the back if it's clear. If the reporters get very bad, call the police to get rid of them. We'll be there in a couple of hours if traffic is good." He hung up the limo phone and filled CC in. She told him to hand her a notepad a pen and she began to prepare a press release. She was in her element now and babies or no babies, nothing was going to stop her now. Niles smiled at his wife as she chewed on the end of her pen in thought, writing a few phrases, crossing some out, putting together just the right thing to be said. They pulled the limo onto the street behind the house. David would bring in the bags for them while they snuck in the back way. It would take several trips, but they had more important work to do. David told Niles he would keep the limo there in case they needed to get out of the house again quickly, to just give him a call. Niles shook his hand, grateful they had a friend like David to help out in a time of crisis.

He helped CC into the house and after hugs from the Sheffield children, Sylvia, Yetta, and Val, he settled her onto the sofa in the office, moving the phone and Max's laptop computer over by her along with a side table. "I'll bring you some water to drink and check on you frequently, if you need anything else just holler like Max does. I'll hear you." He bent and kissed her head, and she nodded, but was already working on the final draft of the press release on the computer. He touched base with Margaret and Val, who had taken over when Sylvia went to pieces. First, he called the construction company Max had hired to work on the renovations to tell them that something had come up and the project was on hold until further notice. The Coast Guard had called back with a phone number for them to call to check on any new information. He called to introduce himself and get the latest information. They were starting a search pattern by air of the area where they think they could be, but no luck so far. Sylvia kept saying that she had a connection to her daughter and she couldn't sense her any more and was sure she was dead. Niles tried to keep her quiet by keeping her busy with food, not wanting to frighten the children.

CC completed her press release and sent it to their regular PR person to distribute to the papers. She called the various assistants handling the productions to let them know what had happened and they should keep on working just as planned, nothing had changed as far as Sheffield-Babcock Productions was concerned. She reviewed all of Max's notes from before he left to make sure there weren't any loose ends that needed to be tied up, but surprisingly things appeared to be on track across the board. She was both proud of Max for the good work he did and a little worried - maybe he didn't need her around her as much as she thought he did. He appeared to be more capable of the paperwork side of the business than she remembered him being in the beginning. Niles brought her some soup and more water for dinner, and then helped her slowly up the stairs to one of the guest rooms. David had already brought her bags up there, and Niles had unpacked for her. After helping her into bed, he said he would be back for the babies' bedtime story once he made sure everyone was settled down for the night. Val headed home, and everyone else settled down quickly, the stress of the day catching up with them, and soon he was back for a few pages of "The Lion, The Witch, and The Wardrobe" before bedtime.

Back on the island, Fran nursed Max as best she could. Fortunately for him, she had seen something very similar on one of the daytime soap operas she watched, and so she knew how to suck out the poison. She wasn't sure whether that would be enough to keep him safe, however. He grew feverish as night fell, and she fed him water from a fruit shell when he would take it. She stayed up most of the night checking on him, and praying that he would make it through the night. The next morning, he continued to rant with fever, but didn't seem any worse than the night before, which Fran took as a good sign. She kept the fire going and kept giving him water when he would take it. By the end of that night, the fever seemed to be easing, and he was less restless. Fran felt sure he was gotten through the worst of it, and was so grateful she knew what to do. He'd never make fun of her watching her soaps again after this!

The next day in New York passed much the same way. After breakfast, CC spent most of her day in the office, checking in with their assistants and fielding calls from reporters. Things were going as smoothly as could be expected under the circumstances, her only complaint was the pain in her back which seemed to be getting worse than before. She didn't say anything, Niles had enough to worry about and it wasn't that bad. The Coast Guard had no new news to report, and Sylvia was getting more upset with each hour that passed. As the family sat down to dinner at the table that night, CC asked, "Sylvia, when did you notice this connection with Fran was missing?" Sylvia said, "Yesterday morning after the phone call." CC looked thoughtful, "Has it ever disappeared before?" Sylvia nodded, "When Fran went to London, it disappeared until she came back." CC nodded, "Well, then it obviously only works when you're close together. We need to get you down there, you can be a Fran Detector for the search parties. I'll arrange transportation and a chopper to fly you around the area. Niles, help me to the office." CC pulled herself up and Niles came around to help her to the office. He frowned, "Do you really think that will help?" She shook her head, "Probably not, but it gets her out of here for awhile, let's her feel like she's helping and we don't have to listen to her complain about it anymore. It'll be worth it." She sat in Max's chair and searched through the address book to find the right numbers. Niles sat on the corner of the desk, unknowingly mimicking Fran and Max. CC made the arrangements, and turned to Niles. "She needs to get to the airport in 45 minutes, do you think you can take her out the back and drive her there?" Niles frowned, "Don't you want me to stay here?" She nodded, "I would, but you could handle her better than David, I think. I'll be OK for the hour or two you're gone." Niles nodded, "Do you want me to help you upstairs to our room for the night?" She shook her head, "Just over to the sofa, I'll keep working for now, and have one of the kids help me later on." She got situated on the sofa and kissed him goodbye. As soon as the door closed behind him, she leaned forward to rub at her back. The nagging pains that had started earlier that morning were becoming more annoying and more frequent. Her eyes grew wide as she remembered reading in one of her books that early labor pains could be felt in the lower back. She settled back on the sofa and waited for the next one. It was about 30 minutes before the twinge in her back returned, and this time she laid her hand on her abdomen and felt the skin tighten with the contraction. *Oh my God, I sent Niles and Sylvia away and I'm going into labor!* CC felt a moment of panic, knowing she was home with just the kids and Yetta.

She tried to lever herself back up to get to her feet but found her body wouldn't respond to her. She needed help. She took a deep breath and bellowed, "MAGGIE!" as loudly as she could. She could hear footsteps running towards the office and the door opened. The teenager's head popped around the corner, looking concerned. "Something wrong, Miss Babcock?" CC nodded, "I'm going into labor." Maggie's eyes got wide, "I'll find Niles!" CC called after her "NO!", and Maggie came back and entered the room. "I sent him off with Sylvia to get her out of here, I had no idea I was going into labor. You need to call for an ambulance and then call my doctor." Maggie went to the phone and dialed 911. After that, CC rattled off Dr. Michael's number and Maggie made the second phone call. She hung up the phone, "Do you want me to call Niles now?" CC shook her head, "No, he hasn't had time to get Sylvia to the airport yet. Oh no, how am I going to get past all those reporters?" They don't know I'm here, more or less than I'm pregnant? CC began to shake, imaging the ranting of her mother when she finds out about the babies. Maggie thought quickly on her feet, "How did Niles take Sylvia out of here?" CC said, "Out the back." Maggie nodded, "Just a second." She ran out of the room leaving CC sitting on the sofa looking confused. She came back with what looked like one of Sylvia's outrageous outfoots and a hooded jacket. "We'll tell them that Fran's mother became overcome with emotion and is going to the hospital for observation. Wearing these, they'll just see a large blonde woman leaving the house." CC grinned, "Maggie, you're a genius! Help me up!" Together, they got her changed into Sylvia's clothing and shuffled into the entryway. When the next contraction hit, she leaned against the entry way table and checked the time.

"Maggie, call the limo and see if Niles has dropped off Sylvia yet. If he hasn't, tell him just to call the house when she's on her way, and don't say a word about my being in labor." Maggie picked up the phone and called. Niles answered, "Hi Niles, it's Maggie. CC just wanted me to check to see if you got Sylvia to the airport all right." Niles sighed, "Not yet, Miss Margaret, there was a traffic accident and we're stuck going around it. I think we'll only be a little bit late, ask CC if they'll wait." Maggie put her hand over the phone and relayed the information to CC. CC nodded, "They'll wait, tell him to call back." Maggie removed her hand, "OK, she says they should wait, why don't you call the house when you've dropped her off? Yeah, everything here is great, just great. Talk to you later."

All the commotion in the entryway got Brighton, Grace, and Yetta's attention. Maggie filled them in, and told them to expect Niles to call soon. "I'm going to the hospital with Miss Babcock, and we're going to pretend she's Sylvia to get past the reporters. Think you can handle things here on your own?" Brighton and Grace looked at each, and grinned. "Yeah, we'll watch Yetta, Maggie." Just then the doorbell rang. CC moved out of view of the doorway as the EMT's came in with their stretcher. Maggie closed the door behind them before they could say anything and CC approached them. She explained the odd situation and gave them each $100 to go along with their plan. They helped her get on the stretcher and waited out the next contraction before heading for the front door. Maggie gave the cover story to the reporters and followed them to the ambulance. On the way, she held CC's hand, and helped her take off the hood. "I can't believe that worked!" Maggie smiled, "Daddy always says that people will usually see what you want them to believe if you act convincing enough. They wouldn't know Sylvia well enough to recognize you're pregnant and not just a well-fed Jewish woman." CC chuckled, "You're a smart one, Maggie."

About 30 minutes after they left the house, the phone rang and Brighton answered it. "Sheffield Residence. Oh Niles! Did you drop Sylvia off yet? Great, then you need to head for the hospital. Your wife left about 30 minutes ago in an ambulance because she went into labor. Don't worry! She was doing great, Maggie was helping her. We snuck her out the door pretending to be Sylvia, it was amazing!" Niles hung up on Brighton and crossed two lanes of traffic to get the car turned around and headed for the hospital. His heart jumped into his throat. *I should have known not to leave her side, how could I let her talk me into taking Sylvia to the airport myself?* It was with a measure of fear and excitement that he made his way towards the hospital.

As night fell, Sylvia was on her way to Florida to help search for her daughter, CC and Maggie were arriving at the hospital via ambulance, Niles was making his way there via limo, Fran continued to nurse a weakened Max on their little island, and Yetta babysat Brighton and Grace (or should I say, Brighton and Grace babysat Yetta?).

**_To Be Continued..._**


	9. Chapter 9

_(Author's Note: This installment continues from the episode "The Honeymoon's Overboard" from Season 6 along with one element from "The End of the Nanny" and another from "Mom's the Word" from Season 6 because FoG suggested it, and I couldn't resist the idea! We have action to resolve all over the place, so I'm going to add notes about which scene of action we're at for clarity's sake. Especially as each segment will be slightly off time-wise from the others until they all re-merge into a single story *smile*)_

**_At the hospital:_**

CC and Maggie arrived via the ambulance. CC's labor pains were still coming about every 30 minutes. As they brought her into the emergency room, a nurse came up to direct them to a birthing room. CC said, "I'm pre-admitted under the name Chastity Butler." The nurse nodded, "I'll go get the paperwork to be completed while we get you settled in. Your daughter can stay with you in the meantime." CC and Maggie looked at each other in surprise and then grinned at the nurse's confusion. There were some similarities between the two women, both being blond and fairly tall, but no one had ever confused them as being mother-daughter before. After another contraction, Maggie helped CC take off the rest of her disguise and change into a hospital gown. When the nurse returned with the paperwork it took both of them to get CC settled into her bed. CC began scanning and signing the paperwork as the nurse left the room. Maggie asked, "Why did you use an alias at the hospital, Miss Babcock?" CC glanced up, "Because no one knows I'm pregnant, and it's not an alias, it is technically my name. I plan on continuing to use CC Babcock professionally, of course." She finished up the paperwork just as another contraction hit. This one was stronger. When the nurse came back to pick up the paperwork, CC panted, "Epidural... Epi-damn-dural... I want to be Lucy in the Sky with Diamonds before another one of those hit me!" The nurse raised her eyebrows but nodded, apparently used to the temperament of women in labor. Maggie held her hand and coached her through each contraction as best she could, not being prepared to have to fill in for Niles as a birthing coach. Dr. Michaels arrived and checked in on her, and said she would be around when things started getting interesting. In the meantime, they would monitor her contractions and the babies' heartbeats to make sure they weren't suffering any fetal distress. CC laughed, "The only one distressed in here is me!"

**_In the limo:_**

Niles sat in frustration, stuck in the traffic gridlock of New York City. First there had been an accident he had to avoid when taking Sylvia to the airport. Apparently there was another accident in the re-routed traffic, and now he was stuck in a traffic jam, the car not moving at all for long stretches of time. He glanced at the clock and realized that CC had to be at the hospital by now. He'd try to call and check on her. Picking up the limo phone, he called the hospital, "CC Babcock's room please." There was a pause at the other end of the line before the nurse replied, "I'm sorry, we don't have a patient by that name registered here, perhaps they are at another hospital." There was a click as she hung up on him. He stared at the phone in shock. *Not registered? I'm sure that's the right hospital, and I remember CC filling out the pre-admittance paperwork. Oh God, what if the ambulance is stuck in the traffic jam too?* Niles actually got out of the limo and looked forwards and backwards down the line of cars to see if he could see any lights, knowing it was highly unlikely he'd find them. He kept checking at the hospital every 15 minutes for an hour as the traffic crept along. He could tell the nurse was getting mad at him for continuing to call back, but he didn't know what else to do.

**_On the island:_**

Max was resting comfortably for the first time since he had been bitten by whatever it was that made him so sick. Fran had managed to coax him into eating a few pieces of fruit before he drifted back to sleep, still complaining that his legs were numb. Fran had been terribly scared when he became overcome by fever and had been unable to move. He seemed so much calmer now, she could only hope that the feeling would return to his legs soon now that the fever had broken. She had collected a large pile of wood for the fire, and added some before laying down in front of Max and pulling his arm over her protectively. She was proud of how well she had handled the crisis, she just hoped that rescue would be coming soon. This honeymoon wasn't anything at all like she expected - but then nothing about their relationship had been conventional, why should she be surprised? She drifted off to sleep with her husband's arm around her, wondering how everyone was doing back in New York.

**_At the Sheffield House:_**

Brighton, Grace, and Yetta had gone upstairs to their rooms after Niles had checked in. Yetta's inability to remember things helped make things easier for the kids, they could just pretend that Fran and their father were enjoying their honeymoon, that Sylvia went home to make dinner for Morty, and that Niles and CC were at the theater working on a current production (at least that part was sort of true). Grace was extremely calm under the circumstances; a side effect of being in therapy since she was a little girl after the death of her mother. Brighton paced in his room, looking at the phone hoping for an update from either the Coast Guard or Niles. He figured Niles had to be at the hospital by now, so he didn't bother trying the limo phone. Grace went to bed wondering how Miss Babcock and the Baby Butlers were doing. Brighton went to bed wondering how his Dad and step-mother were doing. Yetta went to bed wondering what Sammy was doing... then wondered who was Sammy and why did she care what he was doing?

**_Back in the limo:_**

Niles finally managed to pull onto a side street and escape the traffic jam. It took him a lot of extra time he didn't have to spare, but he finally got to the hospital. Finding a parking place for the limo took another 15 minutes, he finally parked on the street and ran back towards the hospital. CC would have been there about 3 hours by now if she had arrived on time, but the nurse on the other end of the phone kept insisting she wasn't here. He headed into the Emergency Room and asked for directions to Maternity as his wife was in labor. Glancing at the clock, he saw it was 10:15 pm, they were probably going to be in for a long night at the hospital. The nurse was very friendly and he hurried to the elevator to head up to the third floor. About halfway up, the elevator rumbled, shook, jerked, and came to a stop. He stared at the doors in shock. *Oh God* He pushed the emergency button and nothing happened. "Oy, that can't be good." *Well, it's an elevator in a hospital, someone will notice and get it fixed quickly enough.* He leaned against the wall and waited.

**_Upstairs in Maternity:_**

CC's contractions had remained constant for a couple of hours; the only thing escalating was her temper because Niles hadn't arrived yet. She was beginning to get scared that something had happened to him. He had said there was a car accident he had to avoid to get Sylvia to the airport. She had Maggie try the limo phone a couple of times in between contractions, but it was always busy. Then they had started to come more frequently. The epidural had helped with the pain a great deal. It now just felt like an uncomfortable pressure. Maggie was a real god-send, CC couldn't imagine trying to get through this alone. Looking back, that had originally been her plan when she was keeping the babies a secret from Niles. At 10:30, a particularly strong contraction was coupled with a gushing feeling between her legs. "Oh, my water broke!" CC looked surprised, and a little scared, knowing that meant things were probably going to speed up, and Niles still hadn't arrived. Maggie called for a nurse, who brought Dr. Michaels with her. After helping CC out of bed to change the sheets and then back into bed, Dr. Michaels checked her and found she was dilated to 6. "Things are going along very well, CC, where is Niles? I'm sure he wouldn't want to miss out on this?" CC shook her head, and turned pale. "I don't know, he was running an errand when I went into labor and we haven't heard from him in a couple of hours. I would have expected him to call, but so far, nothing." Maggie reached for the phone and tried the limo again. "It's ringing!" she exclaimed and all three waited as it rang, and rang and rang without being answered. CC frowned and grew more concerned. Dr. Michaels glanced over at the monitors and saw CC's blood pressure start to rise, "Now CC, don't worry about it, maybe he stopped at the house to get your bag, I don't see it here, and so he just can't answer the phone. I'm sure he's on his way. Now I'm going downstairs to the cafeteria. Maggie, if you want anything, just let one of the nurses know. We have to use the stairs because the elevators have been shut down for the night for some special maintenance."

**_In the elevator:_**

Niles now sat on the floor of the elevator in frustration. It was now well past 11. He knew CC was here somewhere, and he was stuck in this damn elevator. He couldn't understand why no one had come to fix it yet. He stood up and began to pound on the door, "Help! Someone please let me out of here, my wife is in labor!" He finally heard a voice on the other side say, "Is someone in there? Didn't you see the sign that the elevators were being shut down for maintenance?" Niles yelled, "Never mind that, you twit, get these doors open, my wife is in labor!" He heard someone working on the other side, and the doors slowly opened, showing he was about a foot past the 2nd floor. The maintenance man looked around the elevator room in confusion, "I thought you said your wife was in labor?" Niles hopped out and began to run for the stairwell, "She is, upstairs in maternity! I didn't say she was in the elevator with me!" He took the stairs two at a time and headed for the nurse's station, out of breath. "I'm looking for my wife, CC Babcock, she's in labor with twins, her doctor is Dr. Michaels, and she's been here for several hours now." The nurse checked her computer and shook her head, "I'm sorry, sir, we don't have any CC Babcock in the Maternity ward." Niles stared at her in shock. *Where the hell is CC if she's not here?* He took a deep breath, "Look, young lady. My name is Niles Butler, and my wife Chastity Claire Babcock-Butler was pre-admitted to this hospital two months ago. I know the ambulance was bringing her here, so she has to be here somewhere!" The nurse's eyes widened, "Oh! Butler, we do have a Chastity Butler, she's in room 316." Niles turned and looked at the signs to get his bearings to find Room 316 when he heard CC's voice from down one hallway, "NILES!"

**_Room 316:_**

The nurse had brought in a set of scrubs for Maggie to wear, as it was beginning to look like she was going to be helping CC through the rest of her labor. The contractions had sped up after her water broke, and by the time Dr. Michaels came back up from the cafeteria, she was completely dilated and ready to start trying to push. CC was in tears that Niles wasn't there to experience this. When Dr. Michaels brought her head up and told her to start to push with the next contraction, CC leaned forward with Maggie's help and screamed, "NILES!" through the entire contraction. As she fell back onto the bed, Maggie wiped her forehead with a cloth, murmuring to CC that she was doing great, and keep up the good work, and Niles would be so proud of you. Just then, the door flew open and a disheveled Niles stood in the doorway, his hair mussed up, face sweaty from running up the stairs and down the corridor towards CC's voice. She cried, "Niles!" and reached for him. Maggie stepped back as Niles hurried forward to CC's side, just as the next contraction hit. He helped sit her up and coaxed her as she pushed, whispering apologies for not being there sooner, for leaving her in the first place, telling her what a wonderful job she was doing. Maggie slipped out into the hallway, grateful that Niles had arrived in the nick of time before moving to the waiting room and sitting down on a sofa. She was trembling with the stress of the evening finally catching up with her as her adrenalin began to fade. She tilted to the side and laid down on the sofa, waiting to calm down. She glanced up at the clock and saw that it was just about midnight.

Back in Room 316, CC continued to push, and Dr. Michaels reported having the first baby's head was crowning. Slowly, it slipped out into Dr. Michaels' waiting hands and she exclaimed with a glance at the clock, "Your first born is a little girl!" She began to clean out the baby's nose and mouth and soon a lusty crying could be heard from the end of the bed. "Dad, do you want to cut the cord?" Niles moved down towards the end of the bed, his left hand clutching at CC's right hand, and reached out his right hand for the pair of scissors. Dr. Michaels held up the baby with the cord tied off. He reached out a shaking hand and clipped the cord and looked down as the little baby girl stopped crying and opened her bright blue eyes to stare up at him. Although still covered with blood, he could see wisps of blond hair covering her head. She looked like the perfect combination of himself and CC, his eyes and her hair, and from those cries, CC's spirit. The doctor handed the baby off to a nurse to get cleaned up and checked out while she prepared CC for the second delivery.

Niles moved back up to CC and kissed her cheek, "Oh my love, she's beautiful, so very beautiful!" CC had tears running down her cheeks, "A little girl? We have a little girl, oh Niles, we have a little girl!" Then another contraction hit and it was time to start helping the other twin come into the world. This one seemed in absolutely no hurry to come out, and it took another 10 minutes before it started to crown. It took several more pushes for the baby to come out and with another glance at the clock, Dr. Michaels said, "And this stubborn one is a little boy! One of each for you!" Niles and CC stared at each other; a little boy **and **a little girl. He leaned down to kiss CC's sweaty forehead, then moved down to cut the second cord. Looking down he saw what he could only describe as a carbon copy of himself as a child. He chuckled to himself, *Stubborn or maybe a bit lazy like his father?* before clipping the cord, and the second baby was handed off to a waiting nurse.

Maggie was laying on the sofa with a big grin on her face as she heard the loud sounds of babies crying from down the hall. She wondered whether they were boys or girls, then drifted off to sleep.

The nurses finished cleaning the babies up and wrapping them in pink and blue blankets. Dr. Michaels delivered the afterbirth and cleaned CC up before coming over to look at the babies and said, "For being a little early, they're excellent sized, I don't think they'll need to spend any extra time in the hospital at all." One nurse brought the little girl over and laid her in CC's right arm, while a second nurse brought the little boy over and settled him in her left arm. CC's smile was bright and cheerful as she looked back and forth between her two children, her two babies, and she looked up at Niles with a look of delight and wonderment. He just stared at the beautiful image of CC holding their newborn children, wanting to burn the image into his memory for the rest of his life. He laid a gentle hand over the little girl's head and said, "Welcome to the family, Lucy Susanna Butler." He reached his other hand to cup his son's head and said, "Welcome to the family, Peter Edmund Butler." CC glanced back and forth between them and frowned. Niles glanced at her, "What's wrong, darling? Those were the names we had decided on, isn't it?" She nodded, "But Maggie was so helpful, so great, I want to include her name in Lucy's too." Niles started, surprised that CC would be so thoughtful to think of doing something like that. It was still hard to get used to seeing this thoughtful, caring side of CC Babcock. He looked down, "Well, then what do you want it to be instead?" CC looked down at her daughter and said, "Lucy Susanna-Margaret Butler." Niles grinned, "So it shall be."

Dr. Michaels was cleaning up, and looked back at the new family. "Lucy made her appearance at midnight and Peter was at 12:15 am. You've got yourself a couple of witching hour babies." Niles and CC looked at each other and began to laugh, each thinking of how many witch-themed insults he had thrown at her over the years. The nurses took the babies away to the nursery, while CC began to drift off to sleep. Niles promised to stay right by her side after he checked on Miss Margaret. He kissed CC on the forehead and left the room, and found Maggie asleep in the waiting room. He gently shook her awake, and she sat up wearily. "Niles? Are they OK?" He nodded and sat down on the sofa next to her. She leaned her head against his shoulder, and he put his arm around her. "Everyone is tired, but OK according to the doctor. We have a little girl and a little boy." Maggie yawned and smiled, "One of each, how perfect! What are their names?" He leaned down and whispered in her ear, "Peter Edmund Butler and Lucy Susanna-Margaret Butler." Maggie's eyes grew wide and she pulled back to look at Niles in the face. "You named your little girl... after me?" He nodded, "CC wanted to do it, to thank you for being there for us both when I couldn't be. It means a lot to us." She blushed and laid her head back down on his shoulder, "I... I was glad to help. You are like family, and I couldn't let her face this alone. Even if she hasn't been nice to us in the past, she's changed so much since you got together." He hugged her to him, but knew she needed to get home. He didn't trust putting her in a taxi this late at night. "Let me drive you home, and then I'll grab CC's suitcase and come back to the hospital with the limo. You can bring the rest of the family by tomorrow to visit in the towncar." She nodded and he helped her walk towards the stairs, after letting the nurse know that he was taking Miss Margaret home and would return shortly.

**_At the Sheffield House:_**

It was close to one in the morning when Niles and Maggie came through the front door of the house. Maggie said softly, "At least the reporters went home at night so we can come in the front." She had been able to forget for a few hours that her father and stepmother were still missing out in the middle of the ocean somewhere while she was focused on Niles and CC's babies, but coming back to the house, it came flooding back. Maggie headed quietly up the front stairway, while Niles headed to the kitchen. He wanted to grab a quick nosh, as Fran would say, before going upstairs to get CC's bag and return to the hospital, and his food was much better than hospital food. He prepared a quick sandwich and sat down at the kitchen table to eat it. Just then he realized he hadn't locked up the limo parked out front, and the keys were laying on the entryway table. He started to get up and get them, then sat back down. He wouldn't be long, and would gamble that no one would expect to find an unlocked limo in New York City.

Meanwhile, down the front stairway came Yetta, fully dressed with her fanny pack in place, muttering to herself, "I can't imagine why they let me fall asleep, Sammy must be wondering where I'm at. I hope they sent back the bus to pick me up." As she heads out the front door, she sees the limo parked in front of the house. "Great!" She makes her way gingerly down the front steps and opens the back door. "Ooohhh, nice, they sent the new bus that you can sleep in while you ride back!" She laid down on the back seat, and was soon back asleep.

Niles finished his sandwich, headed upstairs and grabbed CC's hospital bag from their room, along with their copy of "The Lion, The Witch, and The Wardrobe." He went back down the front stairway, after checking that the children were all tucked up in their beds for the night. He headed out the front door, and opened the front passenger door and put CC's suitcase in the front seat before moving over to the driver's seat. The privacy screen was up in the limo; he had put it up when taking Sylvia to the airport, having heard enough of her kvetching. He never had a clue that he had a passenger as he returned to the hospital. When he got there, he parked on the street again, and headed up to CC's room with her bag. CC was awake, and had Lucy at one breast, while a nurse burped a fussy Peter, who had apparently gotten to eat first. He froze in the doorway, again saving the image to memory of his child at CC's breast. She looked so peaceful, so happy, so contented. *So beautiful, and she's mine*

He set the bag down by the doorway, and moved to the nurse, "Allow me." He took Peter from her and began to rock back and forth while rubbing at his back. Soon a fairly healthy burp was heard and everyone laughed. Two small bassinets had been brought into the room for their first feeding. The nurse said that CC took to it like a natural and both Peter and Lucy picked up on it very quickly. Once they got both children fed, burped, and back asleep in their bassinets, the nurse left the room, saying she'd give them a little family time together before returning them to the nursery for the night. Niles sat on the side of the bed and looked at a drowsy CC. "I didn't even know you were thinking of breastfeeding?" She nodded, "It was one of the things that the baby books said was important for newborns. I got a couple of books about it so I'd be ready to try as soon as they were born. For at least the first month or two, I'd like to try it." Niles nodded, admiring her for being willing to try, and not wanting to jump right back into her work. CC scooted over to one side of the bed and patted the mattress, "Get our book and let's have our first bedtime story as a family." Niles grinned, went and got the book, and toed off his shoes before climbing into bed with CC. After she got herself comfortable laying against his shoulder, he began to read, and soon she was drifting off.

When the nurse returned 30 minutes later, she found Niles fast asleep in the bed, his arm wrapped protectively around his wife and the other holding a book to his chest just as preciously. The babies were still sleeping peacefully, so she quietly rolled them back to the nursery for the rest of the night.

**_The Next Day:_**

Sylvia had arrived in Florida very early in the morning, and ate at the airport waiting for the pilot who was going to take her out over the search area. She had slept on the plane, despite her worry for her daughter, and soon spotted a man in a jump suit looking around in the airport who matched the description Miss Babcock had given her. She stepped up to him and asked if he was looking for Sylvia Fine, he nodded and she reached out a hand, "You found her, now let's go find my daughter!" He shook her hand and led the way to his helicopter, explaining how long it would take to get to the search area and about how much time over the area they'd have before returning for refueling. She changed into the drab jumpsuit before climbing into the passenger seat of the helicopter. She was kind of nervous about flying in the fragile looking chopper, but whatever she had to do for her daughter, she'd do it! They got up in the air, and she reached into her purse for the bag of snack size chocolates she had brought along. She only hoped that Miss Babcock was right and when she was close enough, she'd be able to sense her daughter again.

Meanwhile on the island, Max and Fran woke up early, and Max felt a great deal better. He asked Fran to help him lean against a nearby rock and try to take a few steps around their rough campsite. He leaned heavily on Fran, but managed to walk. Once he was settled back against the rock, she added some wood to the fire and got some more fruit for them to share. "I'm so glad you're feeling better, Max. I was so scared that I was going to lose you." Max looked at her over the piece of fruit before setting it to the side and growling, "I'm feeling much better, Fran. Now where were we when we got interrupted?" He reached for her and they rolled in the sand until he was on top of her and they were engaged in one of their passionate kisses which soon escalated to much more. Fran began to gasp, "Max... Max... Max...." as his hands roamed her body and then cried out "Mista Sheffield" as her body exploded in sensation.

Up in the air, Sylvia's head whipped around and she pointed, "Fran! I feel her, that way!" The pilot looked confused, but began to turn the chopper around to follow Sylvia's feeling. Sylvia smiled and said, "I feel her, and she's very happy." She began imagining the grandchildren she'd finally have as she nibbled on the chocolates and kept correcting the chopper's course. Within 15 minutes, they were hovering over the island that Max and Fran had called home, and the pilot was calling the Coast Guard to come pick them up. Fran was pulling the remains of her lingerie around her, and Max sat on the ground next to her, a contented smile on his face as he straightened his trousers, and they both waved up at the chopper that had found them.

Back in New York, Maggie was just finishing telling the story of her adventure the night before to Brighton and Grace over breakfast when Grace commented, "Why hasn't Yetta come down to eat yet?" Maggie frowned, "I don't know, I'll go up and check on her." No sooner had she left the room, but the phone rang. Brighton answered it and immediately grinned, "They found them! They found them, and they're all right! Sylvia was able to find them, just like Miss Babcock said she would!" Brighton wrote down the information from the Coast Guard, and hung up the phone. He and Grace were hugging happily when a worried Maggie came back into the room. She frowned, "What are you two so happy about?" Brighton and Grace stopped and Grace said, "They found them! Sylvia found Dad and Fran and they're OK and will be on their way home today!" Maggie smiled, but it didn't reach her eyes. Grace picked up on it at once, "What's wrong?" Maggie swallowed, "Yetta's not in her room, her things are still there, but she's gone." The three kids immediately scattered and started searching the house, knowing she had a habit of getting herself stuck in a room and not being able to get the door open. They'd lost track of the number of times they'd stopped to use the bathroom under the front stairs just to find Yetta waiting in there for someone to let her out. They were so worried about Yetta, they didn't think to call Niles and CC and let them know the good news.

Back at the hospital, Niles was helping CC with another feeding with the morning news running on the TV when a newsflash started to scroll across the screen "Broadway Producer and New Bride found alive". It went past several times before it caught CC's eye and she gasped and pointed at the screen. Niles settled Peter in one arm and began to dial the house. It rang for a long time before an out of breath Maggie answered the phone, "Yetta? Is that you?" Niles frowned, "Miss Margaret, this is Niles, we just saw on the television that Fran and Mister Sheffield have been found, is that true? And why are you expecting a call from Yetta?" Maggie hurriedly repeated what the Coast Guard had said, that Sylvia's Fran Detector had worked and the Coast Guard would be bringing them home that afternoon. Niles was shocked that the distraction ploy CC had come up with actually turned out to be the rescue plan! Maggie then went on to explain that Yetta had disappeared during the night, and they were searching the house trying to find her. Niles frowned, "As soon as the children are done feeding, I'll come home and help you. Don't leave the house, the reporters will probably come back." He hung up the phone and relayed the information to CC. She couldn't believe that Sylvia managed to pull it off, and agreed that Niles should go help search for Yetta.

Niles hurried out to the limo and headed for the Sheffield house. He parked the limo down the street and walked around to the back of the house to avoid the group of reporters already gathered at the front door. He found the three Sheffield children in the kitchen comparing notes on their search. They had covered every inch of the house and found no sign of her. Niles asked Brighton and Grace when the last time they saw her was, and they told him last night when they all went upstairs to bed. Niles said, "Well, the house was locked up when Maggie and I arrived this morning, so she couldn't have left before then. She must have snuck out after I brought Maggie home, but before I returned to the hospital. Have you called the Home she lives at to see if she went back there?" Maggie shook her head, so he turned for the staircase, "I think Fran has the number in her address book, I'll go check." The kids went out to the living room, grateful to have Niles there to take charge of things. They all sat on the sofa and Maggie said softly, "You know, Fran's family has felt like part of our family for so long now, it's like our own grandmother is missing." Brighton and Grace nodded in agreement.

Meanwhile out in the limo, Yetta sat up and stretched. The bus was so comfortable, it was almost as good as being in her bed at the Home. Now it had brought her back to the Sheffield house to help watch Frannie's kids. She climbed out of the car and started walking towards the house. The reporters there parted for her, until one stuck a microphone in her face, "Ma'am, what is your reaction to the news that Maxwell Sheffield and his wife have been found alive after they went missing?" Yetta looked at him in confusion and said, "Don't be a doufus, they weren't missing, they were on their honeymoon!" She pushed past him and through the front door onto the porch. Opening the inner door she said, "Am I too late for breakfast?" The three children spun around on the sofa and called "Yetta!" and dashed off of the couch and ran to her, embracing her in a group hug. Niles came out from the kitchen in response to their cry. "Yetta, where have you been, we've all been terribly worried about you!"

Yetta looked around in confusion, "I went home for the night and to visit Sammy and had the bus bring me back this morning for breakfast." Niles shook his head in confusion and waved towards the kitchen, "Well, by all means, let's get you some breakfast and settled in. Sylvia, Fran, and Mr. Sheffield will be back this afternoon." Yetta shook her head, "Not a very long honeymoon, I hope the kids didn't have a fight or somethin'" Niles just looked at her in surprise, and then chuckled before following her into the kitchen. Maggie called the hospital to let CC know that the lost Yetta had been found, and that her father and Fran would be back home later that afternoon.

CC asked her to tell Niles that the doctor had been by, and the three of them would be discharged from the hospital the next day if everything continued to go well. Niles grinned when Maggie passed on the news. It would be a wonderful back-to-back homecoming in the Sheffield house.


	10. Chapter 10

_(Author's Note: This chapter concludes my story, "The Kiss". I want to thank all of my reviewers and those who emailed their support along the way. I hope you enjoyed it. There is a sequel of sorts posted called "Memories". It is a sad one, so have your tissues ready.)_

The next couple of days were filled with happy homecomings in the Sheffield household. First, Sylvia, Max, and Fran returned from Florida, where Max and Fran had been given a clean bill of health after their stay on the island. They were dressed in flying jumpsuits, and Sylvia immediately went to the kitchen and whipped up some food for them to eat. Max and Fran sat in the living room sharing the edited version of their island adventure with the children, while the children filled them in on CC and Niles returning to the house when they heard about the accident and CC going into labor after sending Niles to delivery Sylvia to the airport, and having the babies. They called the hospital so Max and Fran could talk to Niles and CC, and were delighted to hear that CC and the babies would be released from the hospital the next day. They would bring the babies by the house the next afternoon.

After they ate their dinner, the newlyweds feigned exhaustion after their ordeal and ran up the stairs to the master bedroom to share it together as man and wife for the first time. That night, Niles snuck home while CC was sleeping and moved some furniture into the guest bedroom she had been using. There would be one last surprise to spring on her the next day when she got home, he only hoped she was as excited about it as he was. He stopped off at the penthouse and took the two car seats she had purchased and installed them in the back of the town car and returned to the hospital.

The next morning the Sheffield children were excited to meet the Butler babies. Niles felt like so much a part of the family, it was like they were getting new cousins. Max spent the morning in the office reviewing all the paperwork that had been generated while he was gone. CC had managed some of it while she was there handling the press. He didn't know how long she'd want to take a maternity leave for, but he hoped if things worked out according to plan, it'd be a short one. He couldn't help but be a little nervous about how CC would react to him and Niles planning something behind her back.

At the hospital, as soon as CC and the babies were given the final onceover and were cleared to leave, Niles gave CC her clothes to change into and packed away their things. The nurses would help take the babies down to the car, and he would wheel CC down himself and let her and the babies wait just inside the door until he brought the town car around. Fortunately Peter and Lucy were still sleeping, so it made it very easy to fasten them into their car seats for the first time. Once CC was comfortably situated in the front seat, he began driving home. She frowned when she realized they weren't heading for the penthouse. "Where are we going, Niles?" He smiled over at her, "I promised the Sheffields we'd bring the babies by as soon as you were released, don't you remember?" She frowned, having been out of the room for part of the phone call she must have missed that part. She sighed, "That's fine, but we can't stay too long, I'm getting worn out already and a nap while the babies are asleep sounds like a great idea." He smiled, "There are beds at the Sheffields you can nap on." She frowned, "But there isn't anyplace for the babies to sleep." Niles kept quiet, forcing himself not to grin with the knowledge of his surprise.

When he parked the town car out front, a flood of people came out of the Sheffield house to meet them; Max and Fran, the three Sheffield children, Sylvia and Morty, Noel, DD, and CC's father as well. CC almost came to tears at the warmth of feeling she felt - it felt like coming home and she hadn't felt like anyplace was home in a very long time in her life. Niles moved around and opened the car door for CC to come out, and Fran immediately embraced her. Niles then started getting the children out of their car seats. "Sir, might I introduce you to my son, Peter Edmund Butler." He placed his son into Max's arms, who gingerly held the child, remembering all too vividly how it felt the first time he held each of his three children. Niles climbed back into the car and brought out his daughter, saying, "And might I introduce my daughter, Lucy Susanna-Margaret Butler." He held the child in front of Maggie, waiting for her to prepare to take the child. Maggie's eyes popped out in fear before she looked at her father and mimicked his arm formation and accepted the little girl. The noise had woken up the babies. Peter just looked up at Max, but Lucy looked up into Maggie's wide eyes and began to coo and Fran and Sylvia and DD began to all coo back at her, "Oh, talking already, are you sure she's not a Fine?" CC and Niles just looked at each other, and the crowd moved into the house, where the living room had been decorated into a "Welcome Home Butler Family" party! There was a large banner and streamers and cake and cookies waiting for them. As the adults began passing the babies around, Niles grabbed CC's hand and began to pull her up the front stairs. "There is something I need to show you, love." CC glanced back over her shoulder, not wanting to lose sight of her children, especially with so many people around, but neither seemed upset with all of the attention.

Niles first led her to the guest room she had been staying at. She smiled, "Niles, you know we can't have any hanky panky until the doctor's gives me clearance." Niles grinned and winked at her, "Not that, my love." He opened the door, and ushered her into the room. On one side of the room were two bassinets waiting for the babies. CC frowned, "I already have cribs ready at the penthouse, why do we need someplace here for the babies to sleep, Niles?" NIles grinned and pulled her into his arms, "Because we're not going to live in the penthouse full time if you'll accept a gift from Max." CC looked at him in confusion, "Gift? What kind of gift?" He gave her a quick kiss on the lips and then pulled her back out into the hallway and down past the remaining guest rooms to an unusual looking door.

CC frowned, remembering that the hallway should have continued through the servant's wing of the house before meeting up with the back staircase that led into the kitchen. Sitting next to the door were a couple of hardhats. Niles put one on CC and put one on himself, and then took her by the hand. "This has been in the works since I found out about the twins. I couldn't imagine you commuting back and forth from the penthouse with the little ones, nor commuting here to work from there, so logically it made the most sense for us to make our primary residence here." As he said this, he opened up the door, and CC found herself looking at a large living room that was very similar in size to her penthouse. Where in her penthouse there was an archway leading to the kitchen there was a door that led to a bathroom. The hallway continued forward, and CC took small steps, having listening to Niles continue his speech. "The door next to the bathroom connects to the hallway that runs between the back stairwell and the main hallway. It'll be locked so only those with keys can come in the back way. On the other side here is the nursery and a study, which we can convert into a second bedroom when the babies get older. Down here at the end of the hall is the master suite. It's the only room that's finished so far." He opened the door at the end of the hall and pulled her in. It was an amazingly large bedroom with a king sized bed, warm colors, rich wooden furniture and a door leading off to a bathroom. CC's jaw just hung open in shock. *Max and Niles built an apartment for us here at the house?*

Niles turned around and froze at the sight of CC's stunned face. He couldn't interpret any emotion from the expression on her face. *Does she love it? Hate it? Loathe me for going behind her back and making a decision without asking her first?* He pulled her over and sat her down on the bed. "But... but what about my penthouse?" He sat down next to her, "We'll keep that too. We can use it for weekends when we need to get away from the Sheffields and the Fines and just be the Butler family. This will work out so well, we'll already be at work and can both stay close to the children as they grow up. Fran is a great Nanny, and she's already offered to be our Nanny, she wasn't sure what she'd do with all of her free time now that she's not Max's nanny and the children are growing up so fast. She also thought it would be good practice for her for when she and Max have children." CC looked around the room, falling in love with the details, the colors, and knew she would love to have a place just to call "their own", even if it was part of the Sheffield house. Niles reached for her hand, "CC, I know you never pictured yourself living in the servant's quarters of a house, so I thought maybe if I made the servant's quarters as nice as your penthouse, you could find it tolerable enough. I so want the four of us to be a real family." CC's eyes watered, "Niles, what do I know about being part of a real family? My parents foisted me and my brother and sister off on nannies and servants our whole lives." Niles brushed a hand across her cheek, wiping away the tears, "You've been a part of the Sheffield family for almost 20 years, even if you didn't know it. We'll learn how to do this together, you just need to believe in it, believe in us. Believe in Narnia."

CC's eyes met his, and a slow smile began to show on her face. She nodded, "I could definitely learn to live here, Butler Boy, how long until it's finished?" Niles grinned, "I called off the workmen when we came back up from Pinehurst, I can bring them back in tomorrow and I think another month will finish things up. The furniture is purchased already and scheduled to be delivered as each room is done. In the meantime, we can share the guest room." She reached over and pulled Niles into a bearhug and nuzzled at his neck. She purred, "I can't wait to try out this bed..." Niles flushed and returned the embrace, "Me too, love, me too. Now, let's get back down to the party and rescue our children!" CC laughed, a carefree laugh like she hadn't been able to enjoy in years. As they exited the front door of the apartment, she turned around to look at the door. She grinned as she realized why it looked unusual. Instead of a normal door, it was shaped to look like the double doors of an armoire wardrobe cabinet. She turned to Niles with a grin, "Our own doorway to Narnia?" Niles nodded, pleased that she had noticed the little detail. She took him by the hand, "Onward, Butler Boy! Those servant spawn of yours are going to be getting hungry soon, and I'm their food source!" He laughed and they headed back downstairs to the party.

CC retreated into the dining room with each twin to give them a feeding, and Niles brought the happily fed babies back to the party to be passed around some more until they fell asleep. Everyone wanted to know how they picked the names, and Maggie was all too excited to explain how Lucy was named after her because she had been such a help to CC until Niles could arrive at the hospital. As the Fines and Babcocks headed for home and everyone settled in for the night, CC lay in bed and couldn't stop a giggle from escaping. Niles rolled over, "Yes?" CC continued to giggle, "I was just thinking how for so long I wanted this to be my home, and now it is, but in a totally different way than I ever could have expected." Niles chuckled and gave her a peck on the cheek.

Over the next six months, the combined Sheffield-Butler household established a new routine for everyone. Once the new apartment was completed, Niles, CC and the children moved into their own apartment within the Sheffield house. Niles had ordered a custom mobile to hang over the crib that played "Once in a Lifetime Feeling". Fran worked as a nanny to the babies, then she found out she was pregnant herself! CC returned to work with regular breaks so she could feed the babies. Niles resumed his cooking duties, and Max hired a cleaning service to handle the cleaning duties for the whole house so Niles would have more time to spend with his family. Maggie met a very nice young man, Michael, who was a Jewish underwear model (of all things!), and they began to date. Brighton was as obnoxious as always, but finally started taking his schooling a little more seriously. Grace continued to be an excellent student, but learned to not be quite so uptight. She relished the idea of being an older sister to the Butler Babies and practicing to be a real older sister to the new Sheffield baby, and spent a lot of her free time helping Fran or CC as needed.

And every night when the Butler babies were being tucked into bed, CC and Niles would settle down on the loveseat in the nursery and take turns to read a few pages from "The Lion, The Witch, and The Wardrobe" to them. CC worked with Max to acquire the rights to turn the children's classic into a Broadway musical, a dream she had for years. Together, they looked forward to watching Peter and Lucy grow up among their extended family, and looked forward to their own version of "Happily Ever After".

**_Fin_**


	11. Author's Note

For the sequel to this story, set 15 years after the events of this story, please look for the story entitled "Memories".

Thank you for reading.


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